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April 17, 2024
Michael McFadden
Chief Executive Officer
Alpha Cognition Inc.
1200 - 750 West Pender Street
Vancouver, BC, V6C 2T8
Re:Alpha Cognition Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 21, 2024
CIK No. 0001655923
Dear Michael McFadden:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No.1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Business, page 1
1.Please revise the last sentence of the second paragraph of this section, pages 4-5, and
elsewhere throughout as appropriate, to clarify that the following programs are only in the
preclinical development phase: (1) the sublingual formulation of ALPHA-1062 for the
treatment of mild-to-moderate AD, (2) ALPHA-1062 in combination with memantine for
the treatment of moderate-to-severe AD, and (3) ALPHA-1062IN for mTBI. Also, revise
statements such as the following on pages 1 and 28 to reflect the current status of any out-
licensing plan: "ALPHA-1062...has been out-licensed to study an intranasal formulation
for cognitive impairment with mTBI."
2.Please revise to briefly describe the significance of having obtained Orphan Drug
Designation for ALPHA-0602 for the treatment of ALS.

 FirstName LastNameMichael McFadden
 Comapany NameAlpha Cognition Inc.
 April 17, 2024 Page 2
 FirstName LastNameMichael McFadden
Alpha Cognition Inc.
April 17, 2024
Page 2
3.Throughout the registration statement, we note numerous unqualified and/or conclusory
statements regarding your business and your future development and commercialization
plans, including statements that inappropriately assume the occurrence of certain material
events or outcomes, or imply that your product candidates will ultimately be successful.
Please review and revise statements throughout such as the following, which are listed by
way of example only and not limitation:
•"As a result of FDA feedback and following the out-licensing to Alpha Seven and its
needed capital raise, Alpha Seven will be in a position to complete additional
manufacturing and toxicity work which will allow Alpha Seven to initiate a Phase 2
clinical study." (page 1)
•"ALPHA-1062 sublingual formulation...is in early development phases and will be
advanced after commercialization of ALPHA-1062." (page 4)
•"Once the Company completes the clinical trials and receive approval for ALPHA-
1062 for mild-to-moderate Alzheimer’s Disease, we plan to continue progression in
clinical trials with ALPHA-1062 + memantine. The Company plans to initiate the
streamlined 505(b)2 regulatory path for approval." (pages 4 and similar on page 85)
•"During the second half of 2023 the Company started, in parallel with the Company’s
regulatory activities, taking steps to develop a commercialization team to ensure a
successful launch in the U.S." (page 81)
•"Success will be further enabled by securing product coverage with U.S. payors.
Market." (page 81)
•"As the Company progresses closer to commercialization, after the approval of
ALPHA-1062 for mild-to-moderate Alzheimer’s Disease, the payer team will glean
additional insights from their customer to ensure price and coverage acceptance by
the payer community." (page 85)
•"For caregivers, we will deploy a targeted multi-channel market campaign aimed at
creating awareness and motivating requests for ALPHA-1062 + memantine from
their physician."
•"The Company believes that ALPHA-0602 will have seven year marketing
exclusivity due to ALPHA-0602 Orphan Drug Designation in the U.S." (page 88)
•"[T]he Company is satisfied that the CROs and sites meet the international and FDA
standards required for successful conduct of the Pilot Pivotal Studies required for
NDA approval." (page 89)
TBI Out-License, page 1
4.With respect to this subsection in the Summary, please address the following:
•If true, revise the caption of this discussion to highlight that the out-license ALPHA-
1062IN has not yet occurred.
•While we acknowledge your disclosure on page 2 that the establishment and funding
of Alpha Seven is at the proposal stage only, please revise your discussion to qualify
conclusory "will" statements and other statements drafted in the present tense so as to
clarify that the Company's plans with respect to Alpha Seven Therapeutics Inc.
("Alpha Seven") are currently aspirational.

 FirstName LastNameMichael McFadden
 Comapany NameAlpha Cognition Inc.
 April 17, 2024 Page 3
 FirstName LastNameMichael McFadden
Alpha Cognition Inc.
April 17, 2024
Page 3
•Disclose when and where Alpha Seven was incorporated.
•Disclose the identity of the agent that has agreed to conduct a capital raise for Alpha
Seven in exchange for an initial 37.5% ownership interest in Alpha Seven.
•Clarify how much time that Mr. McFadden and Ms. D’Angelo will devote to your
business and how their participation with Alpha Seven could create a conflict of
interest.
Alzheimer's Disease Moderate-to-Severe Stage Market, page 2
5.Please provide the basis for the following statement, or otherwise revise: "Most providers
and caregivers believe the approved generic medications provide limited efficacy, and the
currently available branded combination medication doesn’t deliver any differentiating
features."
Our Products and Approaches to Treatment, page 3
6.The pipeline table at the top of page 3 should graphically demonstrate the current status of
your material product candidates, as well as indicate the material stages you will need to
complete before marketing your products. The table should be a reflection of the narrative
disclosure in the prospectus and should not be used to prematurely project successful
completion of the stages required prior to regulatory approval and commercialization or to
emphasize currently immaterial assets. A narrative discussion is more appropriate with
respect to aspirational plans for your product candidates, such as intended preclinical or
clincial studies, potential partnerships, or regulatory submissions. As such, we have the
following comments:
•Please remove the dashed line progress bar extending through the end of Phase 1 for
ALPHA-1062IN. In this regard, we note your disclosure on page 4 that you have
completed a pre-clinical study of ALPHA-1062IN in mTBI, and have received FDA
feedback that "further toxicity and manufacturing work will be needed to file IND
and enter into a Phase 2 trial."
•If true, please tell us why you believe the ALPHA-1062 sublingual formulation is
currently sufficiently material to your operations to warrant inclusion in the pipeline
table. In this regard, we note that you state on page 4 that the sublingual formulation
"will be developed as an alternative formulation" to the oral tablet; however, your
narrative disclosure appears to include no substantive discussion of the status of any
preclinical studies involving the sublingual formulation or the Company's
development plans with respect thereto. Further, your Business discussion appears to
contain no mention of the sublingual formulation.
•Tell us why you believe it is appropriate to include each of ALPHA-0602, -0702 and
-0802 in the pipeline table. In this regard, we note your disclosure on page 5 that you
have "paused further development of ALPHA-0602 and the granulin program and
will seek to out-license the assets." Further, with respect to ALPHA-0602, -0702 and
-0802, you appear to have included no substantive Business discussion regarding the
development status of these assets. It is also unclear from your disclosure on page

 FirstName LastNameMichael McFadden
 Comapany NameAlpha Cognition Inc.
 April 17, 2024 Page 4
 FirstName LastNameMichael McFadden
Alpha Cognition Inc.
April 17, 2024
Page 4
109 whether the Company has license agreements covering the right to
develop ALPHA-0702 and -0802. Please also revise page 109 as appropriate to
clarify, or advise.
•We note your filing contains no substantive discussion regarding your pursuit of
spinal muscular atrophy (SMA) as an indication for the "Progranulin franchise." As
such, it is unclear that such pursuit is currently sufficiently material to your
operations to warrant reference thereto in the pipeline table. Please remove from the
table or advise.
•If the pursuit of any of indication may be delayed or is contingent upon obtaining
additional resources (e.g., the out-licensing of ALPHA-1062IN for mTBI to, and
funding of, Alpha Seven, or marketing ALPHA-1062 as a treatment for mild-to-
moderate AD), please clearly disclose this in a footnote or in the narrative discussion
surrounding the pipeline table.
7.In the narrative disclosure following the pipeline table and in Business, please revise your
discussion of each product candidate in preclinical development to describe the status of
your preclinical development efforts to date. To the extent you have yet to conduct
certain preclinical trials or IND-enabling studies required as a prerequisite to preparing an
IND for submission, please revise your disclosure to clarify. Describe all material steps
you will need to complete before the Company can file and IND with the FDA in order to
advance the candidate into clinical trials.
8.Under the heading “Alzheimer’s Disease Mild-to-Moderate Stage," please briefly explain
what the Section 505(b)(2) regulatory approval pathway entails. Also, explain what a
"bioavailability and bioequivalence pivotal study" is and how it differs from traditional
efficacy trials. Explain the Company's strategy to use such a pivotal study to seek
regulatory approval, and explain the basis for your belief, if any, that the FDA has agreed
or will agree that the pivotal studies may be sufficient for the approval of the
commercialization of the ALPHA-1062 oral table for treatment of Mild-to-Moderate
Alzheimer's Disease.  Where appropriate throughout the Summary, disclose whether or
not you discussed your pivotal study results with the FDA prior to submitting the NDA,
and if so, describe the outcome of such discussions.
9.Please revise your Summary to disclose where your clinical trials have been conducted to
date. In this regard, we note your disclosure on page 28 that you initially conducted a
clinical trial of ALPHA-1062 in India, and conducted Phase 1 single and multiple
ascending dose studies of ALPHA-1062 in healthy volunteers in the Netherlands. Also
revise to highlight that clinical data generated outside the U.S. may not be accepted by the
FDA.
Traumatic Brain Injury (TBI) Market, page 3
10.You disclose that more than 5.3 million children and adults in the United States are living
with a permanent brain injury-related disability.  Please revise to:
•Clarify whether ALPHA-1062IN is being developed for both adult and pediatric

 FirstName LastNameMichael McFadden
 Comapany NameAlpha Cognition Inc.
 April 17, 2024 Page 5
 FirstName LastNameMichael McFadden
Alpha Cognition Inc.
April 17, 2024
Page 5
subpopulations of TBI patients.
•Clarify whether the $17B U.S. market size pertaining to cognitive impairment
management includes both children and adults. To the extent you plan to develop
ALPHA-1062 for a specific subset of the TBI patient population, revise to clarify the
estimated patient population(s) and addressable market size you are targeting
accordingly.
•Revise your disclosure as appropriate to provide the sources upon which you are
basing your estimates, as well as any material assumptions and limitations associated
with your estimates. In this regard, we note the statement "see source in comments"
on page 3. It is unclear what disclosure this notation refers to.
Traumatic Brain Injury: ALPHA-1062 Intranasal Formulation, page 4
11.Please revise this section to explain the basis for the Company's expectation that Alpha
Seven "will initiate the additional toxicity and manufacturing work which is anticipated to
be completed by the end of 2024." In this regard, we note your disclosure elsewhere
that the planned out-licensing of ALPHA-1062IN to Alpha Seven has not yet occurred.
Further, we note that as of September 30, 2023, the Company has advanced Alpha Seven
$55,000 pursuant to a loan agreement, but the "needed capital raise" for Alpha Seven to
develop ALPHA-1062IN has also not yet occurred.  Revise to disclose all material steps
you will need to complete before "Alpha Seven would then be in the position to file an
IND for ALPHA-1062IN."
Amyotrophic Lateral Sclerosis (ALS) or Lou Gehrig's disease: ALPHA-0602 (Progranulin and
Granulin Epithelin Modules), page 5
12.Here and in your Business discussion, please revise to clarify the reason(s) why the
Company has "paused further development of ALPHA-0602 and the granulin program
and will seek to out-license the assets." Also, please clarify here and elsewhere as
appropriate whether the development of ALPHA-0702 and -0802, which are Granulin
Epithelin Motifs, (“GEMs”), is similarly paused, and whether you will seek to out-license
these assets.
Our Strategy, page 5
13.Here, and elsewhere as appropriate, explain the meaning of being granted a PDUFA goal
date of July 27, 2024, and the potential outcomes that may result from the FDA's review
of ALPHA-1062 in mild-to-moderate Alzheimer's disease. Balance your disclosure by
stating, if true, that notwithstanding the goal date, the FDA could conduct a longer than
expected regulatory review process, resulting in increased expected development costs or
the delay or prevention of commercialization of ALPHA-1062. Also disclose that even if
ALPHA-1062 is ultimately approved, it may not achieve commercial success.  Explain, if
true, that you do not expect ALPHA-1062 to be commercially available immediately
following approval. Disclose, as you do elsewhere throughout, that the Company will
need to raise substantial additional capital in order to fund its operations and

 FirstName LastNameMichael McFadden
 Comapany NameAlpha Cognition Inc.
 April 17, 2024 Page 6
 FirstName LastNameMichael McFadden
Alpha Cognition Inc.
April 17, 2024
Page 6
commercialization plans for ALPHA-1062, if approved.
Recent Developments, page 8
14.Please revise page 8 to remove the reference to the Issuer's Form 2A Listing Statement,
which appears to be a form utilized by the Canadian Securities Exchange.
Summary Risk Factors
Risks Related to Our Common Shares and this Offering, page 10
15.This registration statement relates to the resale of common shares by the selling
stockholders listed starting on page 144. However, this section and the similar Risk
Factors section beginning on page 60 include references to, and risk factors attendant to, a
primary offering. Please review and revise these sections and elsewhere as appropriate to
ensure they contain disclosure applicable to a secondary offering only. By way of example
only, please refer to the following statements:
•"Even if this Offering is successful, we will need substantial additional capital..."
(page 10)
•"We have broad discretion to determine how to use the funds raised in this
offering..." (page 12)
•"Purchasers in this offering will experience immediate and substantial dilution in the
book value of their investment." (Page 13)
•Note also statements throughout referring to the "consummation" or "closing of this
offering."
We will need substantial additional capital to meet our financial obligations and to pursue our
business objectives., page 17
16.Please refer to the following