IPO - Alpha Cognition Inc.

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Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002291

Filing Summary: Alpha Cognition Inc. has submitted a request for the acceleration of the effective date of its Form S-1/A registration statement (File No. 333-284104) under the Securities Act of 1933. The request aims for the registration statement to become effective at 9:00 a.m. Eastern Time on January 13, 2025, or as soon as possible thereafter. The company is represented by Jason Brenkert of Dorsey & Whitney LLP, who is authorized to make modifications to the request. The letter is signed by Michael McFadden, the Chief Executive Officer of Alpha Cognition Inc.

Document Link: View Document

Additional details:

Request Type: acceleration


Filing Contact: Jason Brenkert


Contact Phone: (303) 352-1133


Ceo Name: Michael McFadden


Registration Statement Number: 333-284104


Requested Effective Date: 2025-01-13T09:00:00-05:00


Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002406

Filing Summary: Alpha Cognition Inc. has submitted a request for acceleration of the effective date for their Form S-1/A registration statement, specifically noted as No. 333-284104. The effective date is requested for 4:00 p.m. Eastern Time on January 13, 2025, or as soon as possible thereafter. The company has authorized its counsel, Jason Brenkert, to modify or withdraw this request as necessary.

Document Link: View Document

Additional details:

Request For Acceleration: effective date of registration statement requested for January 13, 2025


Company Counsel: Jason Brenkert


Counsel Contact: (303) 352-1133


Registration Statement No: 333-284104


Form Type: S-1/A

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025002277

Filing Summary: On January 10, 2025, Alpha Cognition Inc. filed Amendment No. 1 to its Form S-1 registration statement in preparation for an initial public offering (IPO) of common shares. The filing discusses the company's recent developments, including the FDA's approval of its new drug, ZUNVEYL, which is indicated for the treatment of mild to moderate dementia in Alzheimer's disease. It outlines the financial aspects of the offering, the number of shares to be registered (1,447,666 total), including both new shares and those being offered by selling stockholders. Additionally, the document details the company's previous private placement transaction, the conversion of notes into shares, and their plans for capitalizing on their new drug with a targeted sales strategy focusing on long-term care facilities. The registration also illustrates the recent reverse stock split and its impact on share valuation. Alpha Cognition aims to utilize raised funds to enhance their product development and market presence while indicating potential risks and market opportunities in the Alzheimer’s disease sector. The filing includes detailed financial data and risk factors for potential investors to consider before engaging in the offering.

Document Link: View Document

Additional details:

Name Of Company: Alpha Cognition Inc.


Cik: 2836


Total Shares Registered: 1,447,666


Newly Registered Shares: 542,913


Resale Shares: 904,753


Private Placement Amount: $4,545,000.00


Conversion Price: $5.75


Exercise Price: $7.19


Effective Date: TBD


Market Symbol: ACOG


Last Sales Price: $5.72


Form Type: S-1

Filing Date: 2024-12-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390024114064

Filing Summary: Alpha Cognition Inc. filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission on December 31, 2024. The registration aims to offer a total of 1,447,666 common shares, which include 542,913 newly registered shares and 904,753 shares for resale by existing stockholders. The document highlights that these shares are connected to a recent private placement transaction completed on September 24, 2024, where common shares were issued in exchange for convertible notes and warrants. The filing also details a 1-for-25 reverse stock split effective November 5, 2024, that affects the share amounts and values cited in the prospectus. The company is classified as an emerging growth company and aims to focus on commercial manufacturing and the sales strategy for its recently FDA-approved drug, ZUNVEYL™, intended for the treatment of Alzheimer's disease. Future market opportunities are assessed based on current unmet medical needs in neurodegenerative diseases, and Alpha Seven Therapeutics Inc. is anticipated to further develop related applications.

Document Link: View Document

Additional details:

Cik: 2836


Proposed Sale Date: As soon as practicable after the effective date


Total Shares Offered: 1,447,666


Common Shares Newly Registered: 542,913


Common Shares For Resale: 904,753


Conversion Price: $5.75


Exercise Price: $7.19


Lock Up Provisions: November 2024 public offering


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