Alpha Cognition Inc. Enters Material Definitive Agreement

TL;DR

Alpha Cognition Inc. signed a big deal on 8/22/25.

AI Summary

Alpha Cognition Inc. announced on August 22, 2025, that it has entered into a material definitive agreement. The company, formerly known as Neurodyn Cognition Inc. until October 16, 2015, is incorporated in British Columbia and has its principal executive offices in Grapevine, Texas.

Why It Matters

This filing indicates a significant new contract or partnership for Alpha Cognition Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks related to the terms of the agreement, counterparty performance, and integration challenges.

Key Players & Entities

• Alpha Cognition Inc. (company) — Registrant
• August 22, 2025 (date) — Date of earliest event reported
• Neurodyn Cognition Inc. (company) — Former company name
• October 16, 2015 (date) — Date of name change
• British Columbia (location) — State or other jurisdiction of incorporation
• Grapevine, Texas (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $75.0 million — aggregate gross sales value of up to US$75.0 million (the "Offering"). The ATM Agreement wil

Filing Documents

• ea0254408-8k_alphacog.htm (8-K) — 28KB
• 0001213900-25-080012.txt ( ) — 192KB
• acog-20250822.xsd (EX-101.SCH) — 3KB
• acog-20250822_lab.xml (EX-101.LAB) — 33KB
• acog-20250822_pre.xml (EX-101.PRE) — 22KB
• ea0254408-8k_alphacog_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On August 22, 2025, Alpha Cognition Inc. (the "Company") entered into an At the Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright") as sales agent. Under the terms of the ATM Agreement, the Company will be entitled to sell, at its sole discretion and from time to time as it may choose, common shares in the capital of the Company ("Shares") through Wainwright, with such sales having an aggregate gross sales value of up to US$75.0 million (the "Offering"). The ATM Agreement will remain in full force and effect until the date that the ATM Agreement is terminated in accordance with the terms therein. Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions. The Company has provided Wainwright with customary indemnification rights, and Wainwright will be entitled to a commission at a commission rate of up to 3.0% of the gross sales price of the Shares sold. Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made by means of ordinary brokers' transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with Wainwright. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement. This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The ATM Agreement was filed as an exhibit to the Company's shelf registration statement on Form S

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.2 At the Market Offering Agreement, dated August 22, 2025, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form S-3 as filed with the Commission on August 22, 2025 (File No. 333-289792) 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: August 22, 2025

View Full Filing

View this 8-K filing on SEC EDGAR