Alpha Cognition Inc. Files 8-K with Corporate Updates

Ticker: ACOG · Form: 8-K · Filed: Oct 3, 2024 · CIK: 1655923

Sentiment: neutral

Topics: corporate-governance, filing-update, financials

TL;DR

Alpha Cognition Inc. filed an 8-K on 9/27/24 detailing corporate changes and financial updates.

AI Summary

Alpha Cognition Inc. filed an 8-K on October 3, 2024, reporting events as of September 27, 2024. The filing indicates amendments to articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company, formerly known as Neurodyn Cognition Inc. until October 16, 2015, is incorporated in British Columbia and has its principal executive offices in Vancouver.

Why It Matters

This 8-K filing signals potential changes in Alpha Cognition Inc.'s corporate structure or governance, which could impact its strategic direction and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Players & Entities

FAQ

What specific amendments were made to Alpha Cognition Inc.'s articles of incorporation or bylaws?

The filing indicates that amendments were made, but the specific details of these amendments are not provided in this summary section of the 8-K.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in this section.

What financial statements and exhibits are included in this filing?

The filing notes the inclusion of financial statements and exhibits, but their specific content is not described here.

When did Alpha Cognition Inc. change its name from Neurodyn Cognition Inc.?

The company changed its name from Neurodyn Cognition Inc. on October 16, 2015.

What is the principal business address of Alpha Cognition Inc.?

The principal business address is 1200 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Filing Stats: 819 words · 3 min read · ~3 pages · Grade level 12.8 · Accepted 2024-10-03 17:08:02

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On September 27, 2024, Alpha Cognition Inc. (the "Company") filed an amendment to the Company's articles (the "Articles") to effect an increase in the quorum requirement for meetings of shareholders from 5% of the issued and outstanding common shares to 33 1/3% of the issued and outstanding common shares. The amendment to the Company's Articles to increase the quorum requirement to 33 1/3% is required in connection with the proposed listing of the Common Shares on the Nasdaq Capital Market in compliance with Nasdaq Marketplace Rule 5620(c). The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On September 27, 2024, the Company held the annual meeting of the Company's shareholders (the "Annual Meeting"). At the Annual Meeting, a total of 150,855,536 (or 47.62%) of the Company's issued and outstanding common shares, held of record as of August 21, 2024, the record date for the Annual Meeting, were present either in person or by proxy, which constituted a quorum for the transaction of business at the Annual Meeting. The Company's shareholders voted on the following proposals at the Annual Meeting. The final vote tabulation for each proposal is set forth below. Proposal No. 1 - Number of Directors To fix the number of directors of the Company's board of directors to six (6): Votes For Votes Against Abstentions Non Votes 63,822,151 208,088 0 0 Proposal No. 2 – Re-Election of Directors To elect the following nominees to serve as members of the Company's board of directors: Nominee Name Votes For Votes Against Votes Withheld/Abstain Non Votes Michael McFadden 55,911,947 0 583,657 7,534,635 Kenneth Cawkell 55,916,547 0 579,057 7,534,635 Rajeev Rob Bakshi 55,986,647 0 508,957 7,534,635 Len Mertz 55,912,097 0 583,507 7,534,635 John Havens 55,952,997 0 542,607 7,534,635 Phillip Mertz 55,912,097 0 583,507 7,534,635 Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm To ratify re-appointment of Manning Elliott LLP, Chartered Professional Accountants as auditor of the Company to hold office until the next annual general meeting of Shareholder: Votes For Votes Against Abstentions Non Votes 64,025,954 0 4,285 0 Proposal No. 4 – Approval of Amendment to Articles To approve an amendment to the Company's Articles, to effect an increase the quorum requirement for meetings of shareholders from 5% of the issued and outstanding common shares to 33 1/3%: Votes For Votes Against Abstentions Broker Non Votes 56

01 Financial Statements, Pro Forma

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (d) Exhibits: Exhibit Description 3.1 Amended Articles of the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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: October 3, 2024

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