Alpha Cognition Inc. Files 8-K with Material Agreements

TL;DR

Alpha Cognition Inc. filed an 8-K detailing material agreements and equity changes.

AI Summary

Alpha Cognition Inc. entered into a material definitive agreement on November 12, 2024. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Alpha Cognition Inc., including new agreements and potential changes affecting its shareholders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Alpha Cognition Inc. (company) — Registrant
• November 12, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.0001 — 3 common shares at an exercise price of $0.0001 per share (the "Offering"). The Company
• $46.15 million — aggregate net proceeds of approximately $46.15 million (or $52.48 million if the Underwriters
• $52.48 million — eds of approximately $46.15 million (or $52.48 million if the Underwriters exercise their opti
• $7.18 — its designees, at an exercise price of $7.18 per share (the "Underwriter Warrants").
• $4.545 million — gregate gross proceeds of approximately $4.545 million. Concurrently with the closing of the
• $5.75 — nto 801,412 common shares at a price of $5.75 per share. The Company issued the commo
• $7.19 — e price of the Warrants was adjusted to $7.19 per share. Item 9.01. Financial State

Filing Documents

• ea0221543-8k_alphacog.htm (8-K) — 49KB
• ea022154301ex1-1_alpha.htm (EX-1.1) — 266KB
• ea022154301ex4-1_alpha.htm (EX-4.1) — 99KB
• 0001213900-24-099596.txt ( ) — 678KB
• acog-20241112.xsd (EX-101.SCH) — 3KB
• acog-20241112_lab.xml (EX-101.LAB) — 33KB
• acog-20241112_pre.xml (EX-101.PRE) — 22KB
• ea0221543-8k_alphacog_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

Underwriting

Underwriting Agreement On November 12, 2024, Alpha Cognition Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Titan Partners Group LLC, a division of American Capital Partners, LLC, as representative (the "Representative") of the several underwriters identified on Schedule A of the Underwriting Agreement (the "Underwriters"), relating to the Company's sale of 8,695,653 common shares, no par value, and/or pre-funded warrants of the Company to purchase up to 8,695,653 common shares at an exercise price of $0.0001 per share (the "Offering"). The Company also agreed to grant the representative of the Underwriters an option to purchase up to an aggregate of 1,184,592 additional common shares and/or pre-funded warrants. The Company previously filed the form of Underwriting Agreement as an exhibit to the Company's registration statement on Form S-1/A, as amended from time to time (File No. 333-280196), which was declared effective by the Securities and Exchange Commission on November 8, 2024 (the "Registration Statement"). A copy of the final executed underwriting agreement is filed as Exhibit 1.1 hereto and is incorporated by reference into this Item 1.01. On November 13, 2024 the Company consummated the Offering and issued 8,695,653 common shares for aggregate net proceeds of approximately $46.15 million (or $52.48 million if the Underwriters exercise their option to purchase additional securities in full). The Company intends to use the net proceeds received from the Offering to begin the commercialization process and launch of ZUNVEYL in AD, further research and development of its pipeline product candidate, continue to engage in commercial CMC activities (chemistry, manufacturing, and controls), as well as for working capital and general corporate purposes, which may include funding capital expenditures, acquisitions, and investments. Underwriters Warrants Concurrently with the closing of the Offering, the Compa

Underwriting

Underwriting Agreement, dated November 13, 2024, by and among the Company and the Buyers. 4.1 Form of Underwriters Warrant 4.2 Form of Warrant in Convertible Note Offering, previously filed as Exhibit 10.1 to the Current Report filed on Form 8-K with the SEC on September 25, 2024 and incorporated herein by reference. 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 18, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR