Alpha Cognition Inc

S-11 ea0201255-04.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on April 29, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALPHA COGNITION INC.

(Exact name of registrant as specified in its charter)

1200 - 750 West Pender Street

Vancouver, BC, V6C 2T8

(604) 564-9244

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael McFadden

Chief Executive Officer

Alpha Cognition Inc.

1200 - 750 West Pender Street

Vancouver, BC, V6C 2T8(858) 344-4375

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jason K. Brenkert, Esq.

Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, Colorado 80202

(303) 352-1133

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

42,676,511 Common Shares

This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 42,676,511 of our common shares issued to such selling stockholders. The selling stockholders acquired their common shares from us in private placement offerings that closed between August 2023 and January 2024. Please see “Description of Private Placement” beginning on page 144 of this prospectus.

We will not receive any proceeds from the sale of common shares by the selling stockholders.

The selling stockholders may sell all or a portion of the common shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Please see the section entitled “Plan Of Distribution” on page 142 of this prospectus for more information. For a list of the selling stockholders, see the section entitled “Selling Stockholders” on page 145 of this prospectus. We will bear all fees and expenses incident to our obligation to register the common shares.

Our common shares are currently traded on the Canadian Securities Exchange (the “CSE”) under the symbol “ACOG” and quoted for trading on the OTCQB in under the symbol “ACOGF”.

On April 19, 2024, the last reported sale price of our common shares on the CSE was C$0.66 and the last quoted price of our common shares on OTCQB was $0.52.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Implications of Being an Emerging Growth Company.”

Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 17 to read about factors you should consider before buying our common shares.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated , 2024