Financial Performance - The company incurred net losses of $34.0 million and $25.8 million for the years ended December 31, 2024 and 2023, respectively, with an accumulated deficit of $175.2 million as of December 31, 2024[204]. - The company has $25.0 million in cash and cash equivalents as of December 31, 2024, and expects this to fund operations into the fourth quarter of 2025[219]. - The company anticipates significant increases in expenses related to ongoing and planned clinical trials, regulatory compliance, and commercialization efforts[205]. - The company acknowledges substantial doubt about its ability to continue as a going concern without raising additional capital[211]. - Current capital market conditions have increased borrowing rates, significantly raising the company's cost of capital compared to prior periods[224]. Capital Raising and Financing - The company plans to raise additional capital through public or private equity offerings, debt financings, and collaborations, but there is no assurance that such financing will be available[211]. - The company has entered into a Purchase Agreement with Lincoln Park for the sale of up to $35 million worth of shares and a sales agreement for up to $40 million in "at-the-market" offerings[222]. - The company has partially relied on non-dilutive NIA Grants to cover capital requirements for clinical trials, but future funding is uncertain[225]. - The company’s ability to raise additional capital on acceptable terms is critical for its operations and may be adversely affected by market conditions[235]. Product Development and Clinical Trials - The company is focused on the development of zervimesine for treating mild-to-moderate Alzheimer's disease, Parkinson's disease, and other age-related degenerative diseases[205]. - The company has completed Phase 2 clinical trials but lacks a history of commercializing products, which may affect investor confidence[216]. - The company may face significant delays or inability to obtain regulatory approvals for its product candidates, impacting commercialization efforts[239]. - Clinical trials are expensive and can take many years to complete, with outcomes being inherently uncertain, potentially delaying or preventing marketing approval[246]. - The company may encounter substantial delays in preclinical studies and clinical trials due to various factors, including supply chain disruptions and regulatory disagreements[247]. Regulatory and Compliance Risks - The company has received a deficiency letter from Nasdaq regarding its stock price falling below the minimum requirement of $1.00 per share[212]. - The company may face delisting from Nasdaq if it does not regain compliance with listing standards by September 8, 2025[213]. - The company is subject to audits related to NIA Grants, which could require repayment of funds if expenditures are found unallowable[227]. - The company is subject to extensive regulations regarding drug products, and failure to obtain necessary approvals could inhibit commercialization efforts[280]. - Compliance with health and data protection laws is essential, as violations could lead to significant penalties and adversely affect business operations[296]. Intellectual Property and Patent Risks - Patent protection is critical for competitive advantage; failure to secure patents could hinder product commercialization[307]. - The patent prosecution process is expensive and may not guarantee meaningful protection for product candidates[309]. - The company may face challenges in protecting its intellectual property rights globally, particularly in developing countries where patent enforcement is weaker[316]. - The company may need to license third-party intellectual property, which may not be available on commercially reasonable terms, impacting its business[331]. - The company cannot guarantee the successful identification or interpretation of relevant third-party patents, which could negatively impact its ability to develop and market products[340]. Market and Competitive Landscape - The competitive landscape includes major pharmaceutical companies with significant resources, which may impact the company's ability to successfully market its products[377]. - The market opportunities for the product candidate zervimesine may be smaller than anticipated, potentially hindering revenue generation and profitability[367]. - The company may face challenges in obtaining adequate coverage and reimbursement for its product candidates, which is essential for commercialization[381]. - Third-party payors may challenge prices and coverage for the company's products, potentially limiting financial returns on investments[383]. Operational and Organizational Challenges - As of March 1, 2025, the company had 25 full-time and 3 part-time employees, indicating a need for organizational expansion to manage operations and clinical trials effectively[281]. - Attracting and retaining qualified personnel is critical, as the loss of key management or scientific personnel could delay product development and commercialization efforts[284]. - The company faces risks in managing future growth, which may divert financial and other resources from day-to-day activities[282]. - The company currently lacks a sales organization, which may hinder effective marketing and revenue generation for approved product candidates[388]. Cybersecurity and Compliance Costs - Cybersecurity incidents pose significant risks, as disruptions or breaches could materially affect business operations and financial condition[291]. - The California Consumer Privacy Act (CCPA) may increase compliance costs and potential liability for the company, impacting business activities[298]. - Companies face potential fines for noncompliance with GDPR of up to €20 million or 4% of annual global revenue, whichever is greater[299]. - Compliance with U.S. and foreign data protection laws may lead to increased operational costs and restrictions on data handling[300]. Environmental, Social, and Governance (ESG) Considerations - Environmental, social, and governance (ESG) compliance may increase general and administrative expenses and management attention[304]. - Developing ESG initiatives can be costly and time-consuming, with potential reputational risks if goals are not met[305].
Cognition Therapeutics(CGTX) - 2024 Q4 - Annual Report