Alpha Cognition Inc. Reports Unregistered Equity Sales
Ticker: ACOG · Form: 8-K · Filed: Dec 20, 2024 · CIK: 1655923
Sentiment: neutral
Topics: unregistered-sales, equity-securities, dilution
TL;DR
Alpha Cognition sold unregistered shares, potentially diluting existing holders.
AI Summary
Alpha Cognition Inc. filed an 8-K on December 20, 2024, reporting unregistered sales of equity securities as of December 16, 2024. The filing also includes financial statements and exhibits. The company, formerly known as Neurodyn Cognition Inc., is incorporated in British Columbia and has its principal executive offices in Vancouver.
Why It Matters
This filing indicates potential dilution for existing shareholders due to the issuance of new equity securities without a prior public registration.
Risk Assessment
Risk Level: medium — Unregistered sales can signal financial distress or a need for capital, potentially leading to dilution and increased risk for current investors.
Key Players & Entities
- Alpha Cognition Inc. (company) — Registrant
- Neurodyn Cognition Inc. (company) — Former company name
- December 16, 2024 (date) — Date of earliest event reported
- December 20, 2024 (date) — Filing date
FAQ
What type of equity securities were sold unregistered?
The filing does not specify the exact type of equity securities sold unregistered, only that unregistered sales of equity securities occurred.
What was the total dollar amount of the unregistered equity sales?
The filing does not disclose the total dollar amount of the unregistered equity sales.
Were these sales part of a private placement or other specific offering?
The filing states 'Unregistered Sales of Equity Securities' but does not provide details on the nature of the offering.
When did Alpha Cognition Inc. change its name from Neurodyn Cognition Inc.?
The date of the name change from Neurodyn Cognition Inc. to Alpha Cognition Inc. was October 16, 2015.
What is the primary business of Alpha Cognition Inc.?
Alpha Cognition Inc. is in the 'BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES)' industry, SIC code 2836.
Filing Stats: 513 words · 2 min read · ~2 pages · Grade level 12.6 · Accepted 2024-12-20 16:17:18
Key Financial Figures
- $7.18 — price of each Underwriters' Warrant is $7.18 per share. The issuance of the Represen
Filing Documents
- ea022561101-8k_alpha.htm (8-K) — 24KB
- 0001213900-24-111194.txt ( ) — 194KB
- acog-20241216.xsd (EX-101.SCH) — 3KB
- acog-20241216_lab.xml (EX-101.LAB) — 33KB
- acog-20241216_pre.xml (EX-101.PRE) — 22KB
- ea022561101-8k_alpha_htm.xml (XML) — 4KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On December 16, 2024, pursuant to the underwriting agreement (the " Underwriting Agreement ") by and among Alpha Cognition Inc. (the " Company ") 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 "), the Company issued a representative's purchase warrant (the " Representative's Purchase Warrant ") to purchase up to an aggregate of 34,196 shares of Common Stock. The Representative's Purchase Warrant may be exercised beginning on June 14, 2025 until November 8, 2029. The initial exercise price of each Underwriters' Warrant is $7.18 per share. The issuance of the Representative's Purchase Warrant was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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: December 20, 2024 2