Alpha Cognition Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: ACOG · Form: 8-K · Filed: Sep 25, 2024 · CIK: 1655923
Sentiment: neutral
Topics: material-agreement, equity-sale, financial-obligation
TL;DR
Alpha Cognition Inc. signed a big deal and sold stock on Sept 24th.
AI Summary
Alpha Cognition Inc. entered into a material definitive agreement on September 24, 2024, which also created a direct financial obligation. The company also reported unregistered sales of equity securities. The filing includes financial statements and exhibits.
Why It Matters
This filing indicates significant financial activity and potential new obligations for Alpha Cognition Inc., which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and dilution risks.
Key Players & Entities
- Alpha Cognition Inc. (company) — Registrant
- September 24, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Alpha Cognition Inc.?
The filing does not specify the details of the material definitive agreement, only that one was entered into on September 24, 2024.
What type of direct financial obligation was created?
The filing states that a direct financial obligation was created but does not provide specific details about its nature or amount.
What were the details of the unregistered sales of equity securities?
The filing mentions unregistered sales of equity securities but does not provide specific details such as the number of shares or the price.
What is the former name of Alpha Cognition Inc.?
The former name of Alpha Cognition Inc. was Neurodyn Cognition Inc.
When did the name change from Neurodyn Cognition Inc. to Alpha Cognition Inc. occur?
The name change occurred on October 16, 2015.
Filing Stats: 3,900 words · 16 min read · ~13 pages · Grade level 19.1 · Accepted 2024-09-25 08:03:24
Key Financial Figures
- $4.545 million — gregate gross proceeds of approximately $4.545 million. The Company will use the net proceeds
- $0.422 — any), divided by a conversion price of $0.422 per share (the " Conversion Price ").
- $10 million — securities of the Company for at least $10 million in aggregate gross proceeds in coordina
- $100,000 — to maturity of at least an aggregate of $100,000 of indebtedness of the Company; (ix) ba
Filing Documents
- ea0215576-8k_alpha.htm (8-K) — 58KB
- ea021557601ex10-1_alpha.htm (EX-10.1) — 346KB
- ea021557601ex10-2_alpha.htm (EX-10.2) — 226KB
- ea021557601ex10-3_alpha.htm (EX-10.3) — 155KB
- ea021557601ex10-4_alpha.htm (EX-10.4) — 236KB
- 0001213900-24-081586.txt ( ) — 1427KB
- acogf-20240924.xsd (EX-101.SCH) — 3KB
- acogf-20240924_lab.xml (EX-101.LAB) — 33KB
- acogf-20240924_pre.xml (EX-101.PRE) — 22KB
- ea0215576-8k_alpha_htm.xml (XML) — 3KB
01 . Entry into a Material Definitive Agreement
Item 1.01 . Entry into a Material Definitive Agreement. Senior Convertible Notes On September 24, 2024, Alpha Cognition Inc. (the " Company ") entered into a Securities Purchase Agreement (the " SPA ") with such buyers (each a " Buyer " and collectively the " Buyers ") as listed in Schedule A to the SPA, to sell to the Buyers a series of senior convertible notes (the " Convertible Notes ") and warrants to purchase common shares (the " Warrants ") in a private placement (the " Private Placement "), for aggregate gross proceeds of approximately $4.545 million. The Company will use the net proceeds from the sale of the Convertible Notes and Warrants for general corporate purposes and meet the ongoing payment requirements under the Company's promissory note with Neurodyn Life Sciences Inc., but not, as covenanted in the SPA, directly or indirectly, for (i) the satisfaction of any other indebtedness of the Company or any of its subsidiaries (" Subsidiaries "), (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation. SPA The SPA contains customary representations and warranties of the Buyers and the Company regarding the purchase and offer and sale of the Convertible Notes and Warrants. Under the SPA, the Company makes certain covenants including, but not limited to: (i) timely filing of its reports with the Securities and Exchange Commission (the " SEC ") under the Securities Exchange Act of 1934, as amended (the " 1934 Act "), (ii) provision of certain financial information to the Buyers, (iii) maintaining the listing of the Company's common shares on an eligible market, (iv) payment of certain fees of the Buyers, (v) disclosure of certain information publicly, (vi) restrictions on the issuance of other convertible notes or securities that would cause a breach of the Convertible Notes or Warrants, (vii) refraining, for a period of 30 days following the closing of the sal
03. Creation of a Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K. The Convertible Notes and the Warrants are being offering and sold pursuant to the exemption from the registration requirements of the U.S Securities Act, afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering based on the representations of the Buyers provided in the SPA. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. "United The Benchmark Company, LLC acted as the sole placement agent for the offering. The Kestrel Merchant Partners group at The Benchmark Company, LLC was responsible for sourcing and executing the offering.
01 Financial Statements, Pro Forma
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (d) Exhibits: Exhibit Description 10.1* Securities Purchase Agreement dated September 24, 2024 10.2 Form of Convertible Notes 10.3 Form of Warrant 10.4 Form of Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALPHA COGNITION INC. By: /s/ Michael McFadden Michael McFadden Chief Executive Officer Dated: September 25, 2024 7