Cognition Therapeutics Inc美股招股说明书(2025-08-28版)

14,700,000 Shares of Common Stock We are offering 14,700,000 shares of common stock in a registered direct offering to a limited number ofpurchasers pursuant to this prospectus supplement and the accompanying prospectus. We are also registering the Placement Agent Warrants (as defined below) and the shares of our commonstock that are issuable from time to time upon exercise of the Placement Agent Warrants. See “Description ofSecurities Offered” in this prospectus supplement for additional information. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the trading symbol “CGTX.”On August27, 2025, the closing price for our common stock was $3.06 per share. We do not intend to list thePlacement Agent Warrants on Nasdaq, any other national securities exchange or any other nationally recognizedtrading system. We have engaged Titan Partners Group LLC, a division of American Capital Partners, LLC, to act as our soleplacement agent (the “Placement Agent”) in connection with this offering. The Placement Agent is not purchasingor selling any of the securities offered pursuant to this prospectus supplement and the accompanying prospectusand the Placement Agent is not required to arrange the purchase or sale of any specific number of securities ordollar amount and has agreed to use its reasonable best efforts to sell the securities offered by this prospectussupplement and the accompanying prospectus. We are an “emerging growth company” and a “smaller reporting company” as defined under the federalsecurities laws and, as such, have elected to comply with certain reduced public company reporting requirementsfor this prospectus supplement and the documents incorporated by reference herein and may elect to comply withreducedpublic company reporting requirements in future filings.See“Prospectus Supplement Summary-Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves significant risks. Please read the information under the heading “RiskFactors” beginning on pageS-7of this prospectus supplement, and under similar headings in other documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. (1)See the section titled “Plan of Distribution” for additional disclosure with respect to the compensation wewill pay to the Placement Agent. (2)The above summary of offering proceeds does not give effect to any proceeds from the exercise of thePlacement Agent Warrants being delivered in this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Delivery of the securities offered hereby is expected to be made on or about August29, 2025. Sole Placement Agent Titan Partners Group a division of American Capital Partners The date of this prospectus supplement is August27, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-12DILUTIONS-13DESCRIPTION OF SECURITIESS-15MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-16PLAN OF DISTRIBUTIONS-21LEGAL MATTERSS-23EXPERTSS-23WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-25 Prospectus ABOUT THIS PROSPECTUS2WHERE YOU CAN FIND MORE INFORMATION3INCORPORATION OF CERTAIN INFORMATION BY REFERENCE4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5ABOUT THE COMPANY7RISK FACTORS9USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS24DESCRIPTION OF UNITS26DESCRIPTION OF OUR SUBSCRIPTION RIGHTS27GLOBAL SECURITIES28PLAN OF DISTRIBUTION32LEGAL MATTERS34EXPERTS35 ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also supplements and updates information contained in the accompanyingprospectusand the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which provides more generalinformation, some of which may not apply to this offering. If the information contained in this prospectussupplement differs or varies from the information contained in the accompanying prospectus, you shouldrely on the information set forth in this prospectus supplement. We have not, and the Placement Agent has not, authorized anyone to provide you with information orto make any representation other than the information and representations contained or incorporated byreference in this prospectus supplement and the accompanying prospectus and the documents incorporatedby reference herein