Alpha Cognition Inc. Files S-1/A Amendment

TL;DR

Alpha Cognition Inc. (formerly Neurodyn Cognition) filed an S-1/A. Looks like they're raising capital.

AI Summary

Alpha Cognition Inc. filed an S-1/A amendment on January 10, 2025, for its registration statement. The company, formerly known as Neurodyn Cognition Inc., is incorporated in British Columbia and has its principal executive offices in Vancouver. The filing relates to the registration of securities under the Securities Act of 1933.

Why It Matters

This filing indicates Alpha Cognition Inc. is moving forward with a securities registration, which could lead to new equity offerings or other capital-raising activities.

Risk Assessment

Risk Level: medium — S-1/A filings are often precursors to significant corporate actions like stock offerings, which can introduce volatility and dilution risk for existing shareholders.

Key Numbers

• 333-284104 — SEC File Number (Identifies the specific registration statement)
• 20250110 — Filing Date (Date the amendment was filed with the SEC)

Key Players & Entities

• Alpha Cognition Inc. (company) — Registrant
• Neurodyn Cognition Inc. (company) — Former company name
• January 10, 2025 (date) — Filing date
• Michael McFadden (person) — Chief Executive Officer
• 333-284104 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $1,367.86 — t previously paid a registration fee of $1,367.86 in connection with the filing of the in
• $4,545,000.00 — common shares issued upon conversion of $4,545,000.00 USD principal amount of convertible not
• $5.75 — of the Company at a conversion price of $5.75 per share and (ii) 646,253 common share
• $7.19 — tember 24, 2029 at an exercise price of $7.19 per share, in each case, issued to our
• $5.72 — of our common shares on the Nasdaq was $5.72. On November 5, 2024, we completed a re
• $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

• ea0217603-05.htm (S-1/A) — 10727KB
• ea021760305ex23-1_alpha.htm (EX-23.1) — 2KB
• 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) — 104KB
• ex23-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-002277.txt ( ) — 36102KB
• acog-20240930.xsd (EX-101.SCH) — 102KB
• acog-20240930_cal.xml (EX-101.CAL) — 58KB
• acog-20240930_def.xml (EX-101.DEF) — 558KB
• acog-20240930_lab.xml (EX-101.LAB) — 797KB
• acog-20240930_pre.xml (EX-101.PRE) — 566KB
• ea0217603-05_htm.xml (XML) — 5151KB

RISK FACTORS

RISK FACTORS 19 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 74 CURRENCY PRESENTATION 78 MARKET AND INDUSTRY DATA 78 TRADEMARKS 78 MARKET INFORMATION AND DIVIDEND POLICY 79

USE OF PROCEEDS

USE OF PROCEEDS 79

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 106 DESCRIPTION OF PROPERTIES 127 MANAGEMENT 128

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 137 PRINCIPAL STOCKHOLDERS 141 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 143 DESCRIPTION OF SHARE CAPITAL 145 PLAN OF DISTRIBUTION 154 DESCRIPTION OF PRIVATE PLACEMENT 156 SELLING STOCKHOLDERS 157 MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 161 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 162 LEGAL MATTERS 169 EXPERTS 169 WHERE YOU CAN FIND MORE INFORMATION 169 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, o

View Full Filing

View this S-1/A filing on SEC EDGAR