|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
2836
(Primary Standard Industrial
Classification Code Number) |
| |
13-4365359
(I.R.S. Employer
Identification Number) |
|
|
Rachael M. Bushey
Joseph Walsh Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square Philadelphia, Pennsylvania 19103 (215) 981-4331 |
| |
Stephen Older
David Wolpa McGuireWoods LLP 1251 Avenue of the Americas, 20th Floor New York, New York 10020 (212) 548-2100 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 11 | | | |
| | | | 62 | | | |
| | | | 64 | | | |
| | | | 65 | | | |
| | | | 66 | | | |
| | | | 67 | | | |
| | | | 69 | | | |
| | | | 83 | | | |
| | | | 124 | | | |
| | | | 126 | | | |
| | | | 132 | | | |
Underwriting | | | | | 136 | | |
| | | | 145 | | | |
| | | | 145 | | | |
| | | | 145 | | | |
| | | | 146 | | |
| | |
As of June 30, 2022
|
| | | | |||||||||
(in thousands, except share and per share amounts)
|
| |
Actual
|
| |
Pro Forma
|
| | ||||||||
Cash and cash equivalents
|
| | | $ | 45,771 | | | | | $ | | | | |||
Stockholders’ equity | | | | | | | | | | | | | | | ||
Common stock, par value $0.001 per share; 250,000,000 shares authorized at June 30, 2022; 22,597,907 shares issued and outstanding, actual; shares issued and outstanding, pro forma
|
| | | | 22 | | | | | | | | | | ||
Additional paid-in capital
|
| | | | 147,671 | | | | | | | | | | ||
Accumulated deficit
|
| | | | (103,594) | | | | | | | | | |||
Accumulated other comprehensive loss
|
| | | | (200) | | | | | $ | | | | |||
Total stockholders’ equity
|
| | | $ | 43,899 | | | | | $ | | | | |||
Total capitalization
|
| | | $ | 43,899 | | | | | $ | | | | |
|
Assumed public offering price per share
|
| | | | | | | | | $ | | | |
|
Historical net tangible book value per share as of June 30, 2022
|
| | | $ | 1.94 | | | | | | | | |
|
Increase in net tangible book value per share as of June 30, 2022 attributable to investors purchasing in this offering
|
| | | | | | | | | | | | |
|
As adjusted net tangible book value per share as of June 30, 2022 after giving effect to this offering
|
| | | | | | | | | | | | |
|
Dilution per share to new investors participating in this offering
|
| | | | | | | | | $ | | |
| | |
Six Months Ended
June 30, |
| | | | | | | |||||||||
(in thousands)
|
| |
2022
|
| |
2021
|
| |
Change
|
| |||||||||
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 15,616 | | | | | $ | 9,324 | | | | | $ | 6,292 | | |
General and administrative
|
| | | | 6,010 | | | | | | 2,243 | | | | | | 3,767 | | |
Total operating expenses
|
| | | | 21,626 | | | | | | 11,567 | | | | | | 10,059 | | |
Loss from operations
|
| | | | (21,626) | | | | | | (11,567) | | | | | | (10,059) | | |
| | |
Six Months Ended
June 30, |
| | | | | | | |||||||||
(in thousands)
|
| |
2022
|
| |
2021
|
| |
Change
|
| |||||||||
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Grant income
|
| | | | 12,289 | | | | | | 9,338 | | | | | | 2,951 | | |
Change in the fair value of the derivative liability
|
| | | | — | | | | | | 2,209 | | | | | | (2,209) | | |
Change in the fair value of SAFEs
|
| | | | — | | | | | | (1,044) | | | | | | 1,044 | | |
Other (expense) income, net
|
| | | | (237) | | | | | | 248 | | | | | | (485) | | |
Gain on debt extinguishment
|
| | | | — | | | | | | 443 | | | | | | (443) | | |
Interest expense, net
|
| | | | (16) | | | | | | (894) | | | | | | 878 | | |
Total other income, net
|
| | | | 12,036 | | | | | | 10,300 | | | | | | 1,736 | | |
Loss before income taxes
|
| | | | (9,590) | | | | | | (1,267) | | | | | | (8,323) | | |
Net loss
|
| | | $ | (9,590) | | | | | $ | (1,267) | | | | | $ | (8,323) | | |
|
| | |
Six Months Ended
June 30, |
| | | | | | | |||||||||
| | |
2022
|
| |
2021
|
| |
Change
|
| |||||||||
Clinical programs
|
| | | $ | 9,050 | | | | | $ | 1,684 | | | | | $ | 7,366 | | |
Personnel
|
| | | | 3,362 | | | | | | 1,936 | | | | | | 1,426 | | |
Manufacturing
|
| | | | 2,061 | | | | | | 4,719 | | | | | | (2,658) | | |
Preclinical programs
|
| | | | 1,036 | | | | | | 926 | | | | | | 110 | | |
Facilities and other costs
|
| | | | 107 | | | | | | 59 | | | | | | 48 | | |
| | | | $ | 15,616 | | | | | $ | 9,324 | | | | | $ | 6,292 | | |
| | |
Year Ended
December 31, |
| | | | | | | |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| |
Change
|
| |||||||||
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 18,572 | | | | | $ | 12,887 | | | | | $ | 5,685 | | |
General and administrative
|
| | | | 10,026 | | | | | | 4,520 | | | | | | 5,506 | | |
Total operating expenses
|
| | | | 28,598 | | | | | | 17,407 | | | | | | 11,191 | | |
Loss from operations
|
| | | | (28,598) | | | | | | (17,407) | | | | | | (11,191) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Grant income
|
| | | | 17,447 | | | | | | 10,855 | | | | | | 6,592 | | |
Change in the fair value of the derivative liability
|
| | | | 2,209 | | | | | | 18 | | | | | | 2,191 | | |
Change in the fair value of the warrant liability
|
| | | | — | | | | | | 181 | | | | | | (181) | | |
Change in the fair value of the Simple Agreements for Future
Equity |
| | | | (2,236) | | | | | | — | | | | | | (2,236) | | |
Other (expense) income, net
|
| | | | (88) | | | | | | 394 | | | | | | (482) | | |
Gain (loss) on debt extinguishment
|
| | | | 443 | | | | | | (129) | | | | | | 572 | | |
Interest expense, net
|
| | | | (893) | | | | | | (1,751) | | | | | | 858 | | |
Total other income, net
|
| | | | 16,882 | | | | | | 9,568 | | | | | | 7,314 | | |
Net loss
|
| | | $ | (11,716) | | | | | $ | (7,839) | | | | | $ | (3,877) | | |
| | |
Year Ended
December 31, |
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||
Clinical programs
|
| | | $ | 4,679 | | | | | $ | 5,263 | | | | | $ | (584) | | |
Personnel
|
| | | | 4,882 | | | | | | 4,026 | | | | | | 856 | | |
Manufacturing
|
| | | | 7,465 | | | | | | 1,798 | | | | | | 5,667 | | |
Preclinical programs
|
| | | | 1,426 | | | | | | 1,693 | | | | | | (267) | | |
Facilities and other costs
|
| | | | 120 | | | | | | 107 | | | | | | 13 | | |
| | | | $ | 18,572 | | | | | $ | 12,887 | | | | | $ | 5,685 | | |
| | |
Six Months Ended
June 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash flows used in operating activities
|
| | | $ | (8,345) | | | | | $ | (1,682) | | |
Cash flows used in investing activities
|
| | | | (138) | | | | | | — | | |
Cash flows (used in) provided by financing activities
|
| | | | (465) | | | | | | 7,801 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | (2) | | | | | | (8) | | |
Net (decrease) increase in cash and cash equivalents
|
| | | $ | (8,950) | | | | | $ | 6,111 | | |
| | |
Less than
1 Year |
| |
1 to 3
Years |
| |
3 to 5
Years |
| |
More than 5
years |
| |
Total
|
| |||||||||||||||
Operating lease obligations:
|
| | | $ | 149 | | | | | $ | 193 | | | | | $ | 170 | | | | | $ | 191 | | | | | $ | 703 | | |
Total:
|
| | | $ | 149 | | | | | $ | 193 | | | | | $ | 170 | | | | | $ | 191 | | | | | $ | 703 | | |
| | |
Kd (nM)
|
| |
B maxa
|
|
wt Aβ (1 – 42) oligomers
|
| | Site 1:442 ± 70 | | |
7.98 × 105 ± 0.29 × 105
|
|
A673T mutant Aβ (1 – 42) oligomers
|
| |
Site 1:1,955 ± 502
|
| |
5.98 × 105 ± 0.50 × 105
|
|
Funding Org
|
| |
Year
|
| |
Project
|
| |
Amount
|
| ||||||
National Institute on Aging (NIH)
|
| | | | 2016 | | | |
COG0101 Ph1b first-in-patient trial for CT1812
|
| | | $ | 2,410,669 | | |
National Institute on Aging (NIH)
|
| | | | 2016 | | | | COG0102 Ph1b/2a Clinical Trial for CT1812 | | | | $ | 2,410,669 | | |
National Institute on Aging (NIH)
|
| | | | 2017 | | | | COG0104 Ph1 SNAP Study: CSF Catheter | | | | $ | 2,527,271 | | |
National Institute on Aging (NIH)
|
| | | | 2017 | | | | COG0105 Ph1 SPARC Study: SV2a PET | | | | $ | 4,795,774 | | |
National Institute on Aging (NIH)
|
| | | | 2018 | | | | COG0201 Ph2 SHINE Study | | | | $ | 16,848,329 | | |
National Institute on Aging (NIH)
|
| | | | 2019 | | | | COG0202 Ph2 SEQUEL Study: qEEG | | | | $ | 5,445,051 | | |
National Institute on Aging (NIH)
|
| | | | 2020 | | | | COG0203 Ph2 Study with ACTC | | | | $ | 80,974,766 | | |
National Institute on Aging (NIH)
|
| | | | 2021 | | | | COG0108 Study: hAME | | | | $ | 1,642,783 | | |
National Institute on Aging (NIH)
|
| | | | 2021 | | | | COG0201 Ph2 SHINE Amendment | | | | $ | 13,634,548 | | |
National Institute on Aging (NIH)
|
| | | | 2021 | | | | COG1201: Study: DLB | | | | $ | 29,498,048 | | |
NIH and others
|
| |
2010 – 2021
|
| | Ten Preclinical Programs | | | | $ | 10,859,971 | | | |||
| | | | | | | | | | | | | $ | 171,047,879 | | |
| | |
Per Share
|
| |
Total
|
| ||||||||||||||||||
| | |
Without
Option to Purchase Additional Shares |
| |
With
Option to Purchase Additional Shares |
| |
Without
Option to Purchase Additional Shares |
| |
With
Option to Purchase Additional Shares |
| ||||||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Underwriting discounts and commissions
|
| | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Proceeds to us, before expenses
|
| | | $ | | | | | $ | | | | | $ | | | | | $ | | | |
Item
|
| |
Amount
|
| |||
SEC registration fee
|
| | | $ | | | |
FINRA filing fee
|
| | | | | | |
Legal fees and expenses
|
| | | | | | |
Accounting fees and expenses
|
| | | | | | |
Printing expenses
|
| | | | | | |
Transfer agent fees
|
| | | | | | |
Miscellaneous expenses
|
| | | | | | |
Total
|
| | | | | | |
|
Exhibit
number |
| |
Exhibit description
|
|
| 1.1* | | | Form of Underwriting Agreement. | |
| 3.1 | | | Third Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 14, 2021). | |
| 3.2 | | | Amended and Restated Bylaws (incorporated by reference to exhibit 3.2 of the Company’s Current Report on Form 8-K filed on October 14, 2021). | |
| 4.1 | | | Specimen Common Stock Certificate of Registrant (incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 4.2 | | | Description of the Registrant’s Securities (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 30, 2022). | |
| 4.3* | | | Form of Pre-Funded Warrant. | |
| 5.1* | | | Opinion of Troutman Pepper Hamilton Sanders LLP. | |
| 10.1• | | | Form of Indemnification Agreement by and between the Registrant and its individual directors and officers (incorporated by reference to exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.2 | | | Third Amended and Restated Investor Rights Agreement dated as of March 20, 2014, by and among the Registrant and the investors listed therein (incorporated by reference to exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.3 | | | First Amendment dated as of March 23, 2020, to the Third Amended and Restated Investor Rights Agreement dated as March 20, 2014, by and among the Registrant and the investors listed therein (incorporated by reference to exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.4 | | | Office Lease dated July 1, 2017, by and between the Registrant and RJ Equities LP (incorporated by reference to exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.5 | | | First Amendment to Office Lease dated July 1, 2017, by and between the Registrant and RJ Equities LP (incorporated by reference to exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.6 | | | Office Lease dated July 1, 2021, by and between the Registrant and 2500/2700 Westchester Avenue Owner SPE LLC (incorporated by reference to exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.7• | | | Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.8• | | | 2017 Equity Incentive Plan (incorporated by reference to exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.9• | | | Amendment to 2017 Equity Incentive Plan (incorporated by reference to exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021. | |
| 10.10• | | | Second Amendment to 2017 Equity Incentive Plan (incorporated by reference to exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.11• | | | 2021 Equity Incentive Plan (incorporated by reference to exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
|
Exhibit
number |
| |
Exhibit description
|
|
| 10.12• | | | 2021 Employee Stock Purchase Plan (incorporated by reference to exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.13• | | | Form of Restricted Stock Award Agreement (incorporated by reference to exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.14• | | | Form of Stock Option Grant Notice and Award Agreement (incorporated by reference to exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.15• | | | Amended and Restated Employment Agreement by and between the Registrant and Lisa Ricciardi, (incorporated by reference to exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.16• | | | Form of Restrictive Covenant Agreement (incorporated by reference to exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.17• | | | Option Agreements for Directors (incorporated by reference to exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.18 | | | Grant Agreement dated August 14, 2016 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.19 | | | Grant Agreement dated September 12, 2017 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.20 | | | Grant Agreement dated April 18, 2018 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.21 | | | Grant Agreement dated September 8, 2018 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.22 | | | Grant Agreement dated August 28, 2020 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.23 | | | Grant Agreement dated September 5, 2020 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.24 | | | Grant Agreement dated September 18, 2020 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.31 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.25 | | | Grant Agreement dated February 3, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.32 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.26 | | | Grant Agreement dated April 30, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.27 | | | Grant Agreement dated May 6, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
| 10.28 | | | Grant Agreement dated May 10, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.35 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021). | |
|
Exhibit
number |
| |
Exhibit description
|
|
| 21.1 | | | Subsidiaries of Cognition Therapeutics, Inc. (incorporated by reference to exhibit 21.1 of the Company’s Annual Report on Form 10-K filed on March 30, 2022). | |
| 23.1* | | | Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm. | |
| 23.2* | | | Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1). | |
| 24.1* | | | Power of Attorney (included on the signature page to this registration statement). | |
| 107* | | | Filing Fee Table. | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
Lisa Ricciardi
|
| |
Chief Executive Officer, President and Director
(Principal Executive Officer) |
| |
, 2022
|
|
|
Andrew Einhorn
|
| |
Interim Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
, 2022
|
|
|
Jack A. Khattar
|
| |
Director (Chairman of the Board)
|
| |
, 2022
|
|
|
Aaron G. L. Fletcher, Ph.D.
|
| |
Director
|
| |
, 2022
|
|
|
Brett P. Monia, Ph.D.
|
| |
Director
|
| |
, 2022
|
|
|
Ellen B. Richstone
|
| |
Director
|
| |
, 2022
|
|
|
Peggy Wallace
|
| |
Director
|
| |
, 2022
|
|