Alpha Cognition Inc. Files 8-K on Security Holder Rights

TL;DR

Alpha Cognition Inc. filed an 8-K on Oct 30, 2024, impacting security holder rights & financials.

AI Summary

Alpha Cognition Inc. filed an 8-K on November 5, 2024, reporting a material modification to the rights of security holders and financial statements as of October 30, 2024. The company, formerly known as Neurodyn Cognition Inc., is incorporated in British Columbia and operates in the biological products sector.

Why It Matters

This filing indicates potential changes affecting Alpha Cognition Inc.'s shareholders and provides updated financial information, which is crucial for investors to assess the company's current standing.

Risk Assessment

Risk Level: medium — Filings related to material modifications of security holder rights can introduce uncertainty and potential risks for investors.

Key Players & Entities

• Alpha Cognition Inc. (company) — Registrant
• Neurodyn Cognition Inc. (company) — Former company name
• October 30, 2024 (date) — Date of earliest event reported
• November 5, 2024 (date) — Filing date

FAQ

Filing Documents

• ea022013301-8k_alphacog.htm (8-K) — 28KB
• 0001213900-24-094626.txt ( ) — 194KB
• acogf-20241030.xsd (EX-101.SCH) — 3KB
• acogf-20241030_lab.xml (EX-101.LAB) — 33KB
• acogf-20241030_pre.xml (EX-101.PRE) — 22KB
• ea022013301-8k_alphacog_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders Reverse Stock Split On October 30, 2024, the Board of Directors of Alpha Cognition Inc. (the "Company") approved the consolidation of the Company's issued and outstanding common shares, no par value, at a ratio of one (1)-for- twenty-five (25) (the "Reverse Split"). The Reverse Split went effective on the open of markets on November 5, 2024 (the "Effective Time"). There is no name change or stock symbol change in connection with the Reverse Split. The new CUSIP and ISIN numbers are 02074J501 and CA02074J5017 respectively. The CSE has issued a bulletin in relation to the Reverse Split. The Reverse Split was intended to allow the Company to meet the minimum share price requirements of the Nasdaq Capital Market. Effect of Reverse Split At the Effective Time, the total number of common shares authorized by the Company was reduced from 150,855,536 common shares, no par value, to approximately 6,034,221 common shares, no par value, and the number of common shares held by each shareholder of the Company will be consolidated automatically into the number of common shares equal to the number of issued and outstanding common shares held by each such shareholder immediately prior to the Reverse Split divided by twenty-five (25): effecting a twenty-five (25) pre-split shares for one (1) post-split share reverse stock split. The Reverse Split did not change the par value per share which will remain no par value. Fractional shares will be rounded up or down to the nearest whole share. The Company's issued and outstanding Class B Preferred Series A Shares, performance shares, stock options and warrants will be adjusted to reflect the reverse stock split in accordance with their respective terms. Shareholders holding a physical share certificate will receive a letter of transmittal from Computershare Investor Services (the "Transfer Agent") which may be used to request a new share certificate reflecting the Rev

01 Financial Statements, Pro Forma

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (d) Exhibits: Exhibit Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: November 5, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR