Alpha Cognition Inc. Files S-1/A Amendment
Ticker: ACOG · Form: S-1/A · Filed: Jun 4, 2024 · CIK: 1655923
Sentiment: neutral
Topics: sec-filing, registration-statement, public-offering
TL;DR
Alpha Cognition Inc. (ALPH) filed an S-1/A amendment, updating its public offering registration. Keep an eye on this one.
AI Summary
Alpha Cognition Inc. filed an S-1/A amendment on June 3, 2024, for its registration statement (No. 333-278997). The company, formerly known as Neurodyn Cognition Inc., is incorporated in British Columbia and has its principal executive offices in Vancouver. The filing indicates a business focus within the Biological Products sector.
Why It Matters
This S-1/A filing is an update to Alpha Cognition Inc.'s registration statement, which is a crucial step for companies looking to offer securities to the public.
Risk Assessment
Risk Level: medium — S-1/A filings are typically associated with companies seeking to raise capital through public offerings, which inherently carry risks related to market reception and company performance.
Key Numbers
- 333-278997 — SEC Registration Number (Identifies the specific registration statement being amended.)
Key Players & Entities
- Alpha Cognition Inc. (company) — Registrant
- Neurodyn Cognition Inc. (company) — Former company name
- Michael McFadden (person) — Chief Executive Officer
- 333-278997 (registration_number) — SEC Registration Number
- June 3, 2024 (date) — Filing date
FAQ
What is the primary purpose of this S-1/A filing for Alpha Cognition Inc.?
This S-1/A filing is an amendment to Alpha Cognition Inc.'s Form S-1 Registration Statement, indicating updates or revisions to their initial filing for a public securities offering.
When was this amendment filed with the SEC?
The amendment was filed with the U.S. Securities and Exchange Commission on June 3, 2024.
What was Alpha Cognition Inc.'s former company name?
Alpha Cognition Inc. was formerly known as Neurodyn Cognition Inc.
Where are Alpha Cognition Inc.'s principal executive offices located?
The company's principal executive offices are located at 1200 - 750 West Pender Street, Vancouver, BC, V6C 2T8.
What is the SEC file number associated with this registration statement?
The SEC file number for this registration statement is 333-278997.
Filing Stats: 4,227 words · 17 min read · ~14 pages · Grade level 14.9 · Accepted 2024-06-03 18:56:54
Key Financial Figures
- $0.70 — ce of our common shares on the CSE was C$0.70 and the last quoted price of our common
- $0.5330 — price of our common shares on OTCQB was $0.5330. We are an “emerging growth co
- $13.5B — itive impairment with mTBI would have a $13.5B market size (1.1M cases per yr X assumi
- $12.5K — et size (1.1M cases per yr X assuming a $12.5K per treatment course) in the U.S.

Filing Documents
- ea0201255-09.htm (S-1/A) — 9062KB
- ea020125509ex23-1_alpha.htm (EX-23.1) — 3KB
- talpha_logo.jpg (GRAPHIC) — 151KB
- timage_001.jpg (GRAPHIC) — 559KB
- timage_002.jpg (GRAPHIC) — 359KB
- timage_003.jpg (GRAPHIC) — 384KB
- timage_004.jpg (GRAPHIC) — 417KB
- timage_005.jpg (GRAPHIC) — 379KB
- timage_006.jpg (GRAPHIC) — 761KB
- timage_007.jpg (GRAPHIC) — 364KB
- timage_009.jpg (GRAPHIC) — 180KB
- theader_001.jpg (GRAPHIC) — 103KB
- ex23-1_001.jpg (GRAPHIC) — 22KB
- 0001213900-24-049203.txt ( ) — 14135KB
RISK FACTORS
RISK FACTORS   18 MARKET PRICE INFORMATION AND DIVIDEND POLICY   74
USE OF PROCEEDS
USE OF PROCEEDS   75
BUSINESS
BUSINESS   76 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   101 DESCRIPTION OF PROPERTIES   119 DIRECTORS, OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES   120
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION   128 PRINCIPAL STOCKHOLDERS   133 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   135
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK   136 PLAN OF DISTRIBUTION   145 DESCRIPTION OF PRIVATE PLACEMENT   147 SELLING STOCKHOLDERS   148 MATERIAL FEDERAL INCOME TAX CONSIDERATIONS   157 LEGAL MATTERS   166 EXPERTS   166 WHERE YOU CAN FIND MORE INFORMATION   166 INDEX TO FINANCIAL STATEMENTS   F-1 i Table of Contents ABOUT THIS PROSPECTUS We are responsible for the information contained in this prospectus and in any free -writing prospectus we have authorized. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you and which we have filed with the U.S. Securities and Exchange Commission (the “ SEC ”). We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the common shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not done anything that would permit the resale of the common shares under this prospectus or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the Unite