Cognition Therapeutics, Inc. filed a Form 8-K on November 5, 2026, disclosing that it received a Nasdaq deficiency letter on November 3, 2026, for failing to maintain the minimum $1.00 per share closing bid price, and separately announcing financial results for the quarter ended September 30, 2026.

Key Highlights

  • Deficiency letter received: Nasdaq notified the company on November 3, 2026, that its common stock closing bid price had been below $1.00 per share for the last 30 consecutive business days.
  • Listing rule cited: The deficiency relates to Nasdaq Listing Rule 5450(a)(1), which requires a minimum $1.00 per share closing bid price for continued listing on the Nasdaq Capital Market.
  • Initial compliance deadline: The company has 180 calendar days, until May 3, 2027, to regain compliance with the minimum bid price requirement.
  • Compliance threshold: The company regains compliance if its common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days before May 3, 2027.
  • Potential second period: If compliance is not achieved by May 3, 2027, the company may qualify for a second 180 calendar day compliance period, subject to meeting certain conditions including notifying Nasdaq of its intent to cure the deficiency.
  • No immediate listing impact: According to the filing, "The Nasdaq deficiency letter has no immediate effect on the listing of the Company's common stock," which continues to trade under the symbol "CGTX."
  • Quarterly results also announced: The company issued a press release on November 5, 2026, announcing financial results for the quarter ended September 30, 2026, furnished as Exhibit 99.1.

Cognition Therapeutics Discloses Nasdaq Minimum Bid Price Deficiency and Q3 2026 Results

According to the Form 8-K filed with the SEC on November 5, 2026, Cognition Therapeutics, Inc. (NASDAQ:CGTX) received a deficiency letter from the Nasdaq Listing Qualifications Department on November 3, 2026. The letter informed the company that its common stock closing bid price had been below the minimum $1.00 per share threshold required by Nasdaq Listing Rule 5450(a)(1) for the last 30 consecutive business days. The filing states that the letter "has no immediate effect on the listing of the Company's common stock," which continues to trade on the Nasdaq Capital Market under the symbol "CGTX."

The filing discloses that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the company has been granted 180 calendar days, or until May 3, 2027, to regain compliance. Compliance may be achieved if the closing bid price of the company's common stock reaches $1.00 per share or more for a minimum of 10 consecutive business days at any point before that deadline. If that threshold is met, Nasdaq staff will provide written confirmation of compliance.

Should the company fail to meet the requirement by May 3, 2027, the filing explains that it may be eligible for a second 180 calendar day compliance period. To qualify, the company would need to meet continued listing requirements for market value of publicly held shares and all other initial listing standards except the minimum bid price, and would be required to notify Nasdaq of its intent to cure the deficiency, "by effecting a reverse stock split, if necessary." The filing notes that if Nasdaq staff concludes the company cannot cure the deficiency, or if compliance is not restored within any additional period, the company's common stock would be subject to delisting, with an appeal option available to a Nasdaq Hearings Panel. The company stated it "intends to actively monitor the closing bid price" and "will consider available options to resolve the deficiency."

What Was Disclosed

Cognition Therapeutics reported receiving a Nasdaq bid-price deficiency notice on November 3, 2026, triggering a 180-day compliance window ending May 3, 2027, and also announced Q3 2026 financial results via a furnished press release.