SecProbe.io

October 23, 2024
Michael McFadden
Chief Executive Officer
Alpha Cognition Inc.
1200 – 750 West Pender Street
Vancouver, BC, V6C 2T8
Re:Alpha Cognition Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 16, 2024
File No. 333-280196
Dear Michael McFadden:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Summary Risk Factors, page 12
We note the changes you made to your summary risk factor disclosure beginning on
page 13. Based on your disclosures throughout, including with respect to recent
developments, it is unclear to us that changes in your circumstances since the prior S-
1 review completed on June 7, 2024, warrant such revisions. By way of example only:
We note that in September 2024, you closed a $4.545 million bridge financing
through the issuance of convertible notes and warrants, that such convertible notes
are subject to mandatory conversion into common shares in conjunction with the
closing of a Qualified Offering such as the offering being registered, and that each
bridge financing investor will receive an additional 50% of warrants relative to
the principal amount of notes purchased with identical terms upon the closing of a •1.

October 23, 2024
Page 2
Qualified Offering. You also state throughout the registration statement that you
are contemplating raising additional capital by pursuing both dilutive and non-
dilutive strategic sources of capital to executive your commercial and operating
plans. In light of the foregoing, please tell us why you have deleted summary risk
factor disclosure relating to the dilution purchasers in this offering will
experience or may experience if you conduct future financings, or otherwise
restore such disclosure.
•We note your disclosure that you are currently primarily focused on
the commercialization and further development of FDA-approved ZUNVEYL
oral tablets for Alzheimer's disease, that over the coming year, you plan to begin
commercialization of this product, and that you intend to use part of the net
proceeds you receive from this offering for the commercialization and launch of
ZUNVEYL. In light of the foregoing, please tell us why you have deleted
summary risk factor disclosure relating to your plans to establish a
commercialization infrastructure and scale up external manufacturing and
distribution capabilities to commercialize ZUNVEYL oral tabulation formulation,
or otherwise restore such disclosure.
•Similarly, in light of your commercialization plans for ZUNVEYL oral tablets,
please tell us why you have deleted summary risk factor disclosure related to
potential product safety and product liability risks related to the use of your
therapies, or otherwise restore such disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lauren Hamill at 303-844-1008 or Chris Edwards at 202-551-6761
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jason Brenkert