Alpha Cognition Inc. Files S-1/A Amendment

TL;DR

Alpha Cognition Inc. (ALPH) filed an S-1/A update. Looks like they're still prepping for a public offering or compliance.

AI Summary

Alpha Cognition Inc. filed an S-1/A amendment on July 29, 2024, for its registration statement (No. 333-280196). The company, formerly known as Neurodyn Cognition Inc. until October 16, 2015, is based in Vancouver, BC, and operates in the Biological Products sector. The filing provides updated information for investors regarding its securities.

Why It Matters

This filing is an update to Alpha Cognition Inc.'s registration statement, providing crucial information for potential investors and indicating ongoing efforts to raise capital or comply with regulatory requirements.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is preparing to go public or raise capital, which inherently carries risks associated with early-stage or growth companies.

Key Numbers

• 333-280196 — SEC Registration Number (Identifies the specific registration filing)
• 20240729 — Filing Date (Indicates when the amendment was submitted)

Key Players & Entities

• Alpha Cognition Inc. (company) — Registrant
• Neurodyn Cognition Inc. (company) — Former company name
• 20151016 (date) — Date of former company name change
• 333-280196 (registration_number) — SEC Registration Number
• 20240729 (date) — Filing date
• Michael McFadden (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $11.01 — t an assumed combined offering price of $11.01 per Share and accompanying warrant (whi
• $14.86 — x201d;) at an assumed exercise price of $14.86 (which represents 135% of the assumed o
• $0.0001 — ion, in whole or in part, at a price of $0.0001 per warrant, upon not less than 30 days
• $11 — nt and accompanying warrant is equal to $11.1999, which is equal to the combined of
• $15.60 — ce of our common shares on the CSE was C$15.60 (C$0.78 pre -Reverse Stock Split) and t
• $0.78 — common shares on the CSE was C$15.60 (C$0.78 pre -Reverse Stock Split) and the last
• $0.5503 — our common shares on OTCQB was $11.01 ($0.5503 pre -Reverse Stock Split). Although no
• $11.00 — on the assumed combined offering price, $11.00 per common share, $10.9999 per pre -fun
• $10.9999 — ffering price, $11.00 per common share, $10.9999 per pre -funded warrant and $0.01 per w
• $0.01 — e, $10.9999 per pre -funded warrant and $0.01 per warrant), less the underwriting dis

Filing Documents

• ea0207296-03.htm (S-1/A) — 9261KB
• ea020729603ex23-1_alpha.htm (EX-23.1) — 3KB
• talpha_logo.jpg (GRAPHIC) — 151KB
• timage_001.jpg (GRAPHIC) — 601KB
• 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) — 98KB
• ex23-1_001.jpg (GRAPHIC) — 22KB
• 0001013762-24-002238.txt ( ) — 14383KB

RISK FACTORS

RISK FACTORS   20 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   74 CURRENCY PRESENTATION   77 MARKET AND INDUSTRY DATA   77 TRADEMARKS   77 MARKET PRICE INFORMATION AND DIVIDEND POLICY   78

USE OF PROCEEDS

USE OF PROCEEDS   79

BUSINESS

BUSINESS   84 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   109 DESCRIPTION OF PROPERTIES   127 MANAGEMENT   128

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION   137 PRINCIPAL STOCKHOLDERS   142 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   144

DESCRIPTION OF CAPITAL STOCK AND SECURITIES BEING ISSUED

DESCRIPTION OF CAPITAL STOCK AND SECURITIES BEING ISSUED   145

UNDERWRITING

UNDERWRITING   156 MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS   164 Certain Material United States Federal Income Tax Considerations   165 LEGAL MATTERS   176 EXPERTS   176 WHERE YOU CAN FIND MORE INFORMATION   176 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 and the underwriters 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, pre -funded warrants, warrants and common shares underlying the pre -funded warrants and warrants 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 and Canada: We and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other

View Full Filing

View this S-1/A filing on SEC EDGAR