Alpha Cognition Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
ACOG$8.73-1.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(1).Financial Statements. The following consolidated financial statements and the report of our independent registered public accounting firm are filed as “Item 8. Financial Statements and Supplementary Data” of this Report:
| 1. | Report of Independent Registered Public Accounting Firm. | F-2 |
| 2. | Consolidated Balance Sheets. | F-3 |
| 3. | Consolidated Statements of Operations and Comprehensive Loss. | F-4 |
| 4. | Consolidated Statements of Stockholders’ Equity (Deficiency). | F-5 |
| 5. | Consolidated Statements of Cash Flows. | F-6 |
| 6. | Notes to Consolidated Financial Statements. | F-8 |
(2).Financial Statement Schedules. Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.
(3)Exhibits. The following exhibits are filed as part of this report:
| Exhibit Number | Description |
| 3.1 | Notice of Articles, previously filed as Exhibit 3.1 to the Company’s Form S-1 filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 3.2 | Articles, previously filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on October 3, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.1 | Specimen common share certificate, previously filed as Exhibit 4.1 to the Company’s Form S-1 filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 42 | Escrow Agreement by and between the Company, Computershare Investor Services Inc. and certain stockholders of the Company dated March 18, 2021, previously filed as Exhibit 4.2 to the Company’s Form S-1 filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.3 | Form of Warrant issued September 24, 2024, previously filed as Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on September 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.4 | Form of Convertible Note issued September 24, 2024, previously filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on September 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.5 | Form of Pre-Funded Warrant, previously filed as Exhibit 4.5 to the Company’s Form S-1/A filed with the SEC on October 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.6 | Form of Underwriters Warrant, previously filed as Exhibit 4.6 to the Company’s Form S-1/A filed with the SEC on October 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.7* | Description of Registrant’s Securities |
| 10.1 | Agreement and Waiver to the Investment Banking Agreement dated June 10, 2024, previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.2** | Securities Purchase Agreement dated September 24, 2024, previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on September 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.3 | Employment Agreement, dated as of October 21, 2024, by and between Alpha Cognition USA Inc. and Henry Du, previously filed as Exhibit 10.27 to the Company’s Form S-1/A filed with the SEC on November 6, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.4 | Underwriting Agreement, dated November 13, 2024, previously filed as Exhibit 1.1 to the Company’s Form 8-K filed with the SEC on November 18, 2024, and incorporated herein by reference (File No. 001-42403) |
| 19* | Alpha Cognition Insider Trading Policy |
| 21* | Subsidiaries of the Company |
| 23.1 | Consent of Manning Elliott LLP |
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | Alpha Cognition Incentive Compensation Recovery Policy |
| 101.INS(1) | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH(1) | XBRL Taxonomy Extension – Schema |
| 101.CAL(1) | XBRL Taxonomy Extension – Calculations |
| 101.DEF(1) | XBRL Taxonomy Extension – Definitions |
| 101.LAB(1) | XBRL Taxonomy Extension – Labels |
| 101.PRE(1) | XBRL Taxonomy Extension – Presentations |
| 104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| * | Filed herewith |
|---|
| ** | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request |
|---|
| (1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income (Loss) for the fiscal years ended December 31, 2024 and 2023, (ii) Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, (iii) Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2023, and (iv) Notes to Consolidated Financial Statements. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.