Alpha Cognition Inc. Files S-1/A Amendment

TL;DR

Alpha Cognition (ALPH) filed an S-1/A, looks like they're still prepping for a stock offering.

AI Summary

Alpha Cognition Inc. filed an S-1/A amendment on October 16, 2024, for its registration statement (No. 333-280196). The company, formerly known as Neurodyn Cognition Inc. until October 16, 2015, is incorporated in British Columbia and operates in the Biological Products sector. Its principal executive offices are located in Vancouver, BC, with a mailing address in Frisco, TX.

Why It Matters

This filing indicates Alpha Cognition Inc. is actively pursuing a securities offering or other regulatory actions related to its stock, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate events like stock offerings, which carry inherent market and execution risks.

Key Numbers

• 333-280196 — SEC Registration Number (Identifies the specific registration statement being amended.)
• 20241016 — Filing Date (The date the amendment was officially filed with the SEC.)

Key Players & Entities

• Alpha Cognition Inc. (company) — Registrant
• Neurodyn Cognition Inc. (company) — Former company name
• October 16, 2015 (date) — Date of name change
• October 16, 2024 (date) — Filing date
• Michael McFadden (person) — Chief Executive Officer
• 333-280196 (registration_number) — SEC Registration Number

FAQ

Key Financial Figures

• $10.00 — hares") at an assumed offering price of $10.00 per share (which represents the approxi
• $0 — al to the price per common share, minus $0.0001, and the exercise price of each pr
• $0.0001 — e of each pre-funded warrant will equal $0.0001 per share. The pre-funded warrants will
• $13.50 — ce of our common shares on the CSE was C$13.50 (C$0.54 pre-Reverse Stock Split) and th
• $0.54 — common shares on the CSE was C$13.50 (C$0.54 pre-Reverse Stock Split) and the last q
• $9.98 — price of our common shares on OTCQB was $9.98 ($0.3993 pre-Reverse Stock Split). If o
• $0.3993 — f our common shares on OTCQB was $9.98 ($0.3993 pre-Reverse Stock Split). If our applic
• $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. Due t

Filing Documents

• ea0207296-04.htm (S-1/A) — 10423KB
• ea020729604ex23-1_alpha.htm (EX-23.1) — 2KB
• ea020729604ex-fee_alpha.htm (EX-FILING FEES) — 23KB
• ex23-1_001.jpg (GRAPHIC) — 27KB
• talpha_logo.jpg (GRAPHIC) — 151KB
• timage_001.jpg (GRAPHIC) — 600KB
• 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
• 0001213900-24-088111.txt ( ) — 34573KB
• acog-20240630.xsd (EX-101.SCH) — 96KB
• acog-20240630_cal.xml (EX-101.CAL) — 55KB
• acog-20240630_def.xml (EX-101.DEF) — 498KB
• acog-20240630_lab.xml (EX-101.LAB) — 724KB
• acog-20240630_pre.xml (EX-101.PRE) — 507KB
• ea0207296-04_htm.xml (XML) — 4824KB

RISK FACTORS

RISK FACTORS 19 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 74 CURRENCY PRESENTATION 77 MARKET AND INDUSTRY DATA 77 TRADEMARKS 77 MARKET INFORMATION AND DIVIDEND POLICY 78

USE OF PROCEEDS

USE OF PROCEEDS 79 DETERMINATION OF OFFERING PRICE 80 CAPITALIZATION 81

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 109 DESCRIPTION OF PROPERTIES 129 MANAGEMENT 130

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 139 PRINCIPAL STOCKHOLDERS 144 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 146 DESCRIPTION OF SHARE CAPITAL AND SECURITIES BEING ISSUED 148

UNDERWRITING

UNDERWRITING 161 MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 171 Certain Material United States Federal Income Tax Considerations 172 LEGAL MATTERS 181 EXPERTS 181 WHERE YOU CAN FIND MORE INFORMATION 181 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 and common shares underlying the pre -funded 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: 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 than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and

View Full Filing

View this S-1/A filing on SEC EDGAR