Alpha Cognition Inc

S-11 ea0207296-02.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commissionon June 13, 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

(Exact name of registrant as specified in its charter)

1200 – 750 West Pender Street

Vancouver, BC, V6C 2T8

(858) 344-4375

(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:

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.

EXPLANATORY NOTE

This registration statement contains two forms of prospectus: one to be used in connection with the offering of the securities described herein in the United States, which we refer to as the “U.S. Prospectus,” and one to be used in connection with the offering of such securities in Canada, which we refer to as the “Canadian Prospectus.” The U.S. Prospectus and the Canadian Prospectus are identical except for the cover page, the table of contents and the back page, and except that the Canadian Prospectus includes pages appearing after the U.S. Prospectus contained herein and marked as page C-i through C-iv and pages C-1 through C-21, a “Certificate of the Company” and a “Certificate of the Canadian Underwriter.” The form of the U.S. Prospectus is included herein and is followed by the additional pages to be used in the Canadian Prospectus. Each of the additional pages for the Canadian Prospectus included herein is labeled “Additional Page for Canadian Prospectus.”

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.

Up to 1,334,821 Common Shares

Up to 1,334,821 Pre-Funded Warrants to Purchase 1,334,821 Common Shares

Up to 1,334,821 Warr ants to Purchase 1,334,821 Common Shares

Up to 1,334,821 Common Shares underlying such Pre-Funded Warrants

Up to 1,334,821 Common Shares underlying such Warrants

This is a firm commitment offering of up to 1,334,821 of our common shares, no par value (the “common shares”) together with warrants to purchase up to 1,334,821 of our common shares (the “warrants”) pursuant to this prospectus at an assumed combined offering price of $11.20 per Share and accompanying warrant (which represents the Reverse Stock Split (as defined below) adjusted closing price of our common shares as quoted on the OTCQB® Venture Market by OTC Markets Group (the “OTCQB”) on June 13, 2024). Each warrant is exercisable to purchase one common share (each, a “warrant share”) at an assumed exercise price of $15.12 (which represents 135% of the assumed offering price per common share and accompanying warrant), will be exercisable upon issuance and will expire five years from the date of issuance, subject to our option call the warrants for redemption, in whole or in part, at a price of $0.0001 per warrant, upon not less than 30 days’ prior written notice of the redemption, if, and only if, the reported last sale price of the common shares equals or exceeds 150% of the exercise price of the warrants for any 15 consecutive trading days commencing on the date upon which the warrants are issued and ending three trading days before we send the notice of redemption. The common shares and warrants will be issued and sold to purchasers in the ratio of one-to-one. The common shares and warrants will be issued separately and will be immediately separable upon issuance but will be purchased together in this offering. This prospectus also relates to the offering of the warrant shares issuable upon exercise of the warrants.

We are also offering to certain purchasers whose purchase of common shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, up to 1,334,821 pre-funded warrants (the “pre-funded warrants”) to purchase up to 1,334,821 common shares, in lieu of common shares that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares. Each pre-funded warrant will be exercisable for one common share (each, a “pre-funded warrant share”). The exercise price of each pre-funded warrant will be US$0.0001 per pre-funded warrant share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The combined offering price per pre-funded warrant and accompanying warrant is equal to $11.1999, which is equal to the combined offering price per common share and accompanying warrants less $0.0001. For each pre-funded warrant we sell, the number of common shares we are offering will be decreased on a one-for-one basis. This prospectus also relates to the common shares issuable upon exercise of the pre-funded warrants sold in this offering.

We have applied to list our common shares on the Nasdaq Capital Market under the trading symbol “ACOG”. 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”. If our application to the Nasdaq Capital Market is not approved or we otherwise determine that we will not be able to secure the listing of the common shares on the NASDAQ Capital Market, we will not complete the offering. There is no established public trading market for the warrants or pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the warrants or pre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the warrants or pre-funded warrants will be limited.

On June 13, 2024, the last reported sale price of our common shares on the CSE was C$0.80 and the last quoted price of our common shares on OTCQB was $0.56.

Although not yet effective, on June 10, 2024, our Board of Directors approved a reverse stock split with a stock split ratio of 1-for-20 (“Reverse Stock Split”). We anticipate affecting the Reverse Stock Split immediately prior to the uplisting of our common shares on the Nasdaq Capital Market and such Reverse Stock Split being effective on, or just before, the date our common shares are uplisted to the Nasdaq Capital Market. The reverse stock split is intended to allow us to meet the minimum share price requirement of the Nasdaq Capital Market.

Except as otherwise indicated and except in our financial statements and the notes thereto, all references to our common shares, pre-funded warrants, warrants, share data, per share data and related information depict the Reverse Stock Split as if it was effective and as if it had occurred at the beginning of the earliest period presented. The Reverse Stock Split, when effective, will combine each twenty shares of our outstanding common shares into one common share, without any change in the par value per share, and the Reverse Stock Split correspondingly will adjust, among other things, the number of common shares issuable upon exercise of outstanding options and warrants and the exercise price of such options and warrants and shares issuable upon conversion of preferred stock and other convertible securities with the par value of the preferred stock being adjusted to reflect the effect of the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split will be rounded to the nearest whole share.

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.”

(1) See “Underwriting” beginning on page 156 for a description of compensation payable to the underwriters and other fees payable in connection with this offering.

(2) The amount of the offering proceeds in this table does not give effect to any exercise of the warrants or pre-funded warrants being issued in this offering.

We have granted to the representative of the underwriters an option to purchase up to an additional 200,223 common shares and/or pre-funded warrants and/or an additional 200,223 warrants from us to cover over-allotments, if any, at the public offering price (based on the assumed combined offering price, $11.19 per common share, $11.1899 per pre-funded warrant and $0.01 per warrant), less the underwriting discounts and commissions. If the representative exercises this option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ . The representative can exercise this option in whole or in part at any time and from time to time within 45 days after the date of this prospectus.

We have agreed to issue to the representative at the closing of the offering, warrants to purchase a number of common shares equal to five percent (5%) of the common shares issued in the offering (the “underwriters warrants”). See “Underwriting.” This prospectus also relates to the common shares issuable upon exercise of the underwriters warrants.

Investing in our common shares, pre-funded warrants, andwarrants involves a high degree of risk. See “Risk Factors” beginning on page 20 to read about factors you should consider before buying our common shares, pre-funded warrants andwarrant.

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.

The underwriters expects to deliver the common shares, pre-funded warrants, and warrants to purchasers on or about , 2024.

Sole Book-Running Manager

A.G.P.

Co-Manager

Brookline Capital Markets

a division of Arcadia Securities, LLC

Prospectus dated , 2024