Correspondence 0001213900-24-090889 from Alpha Cognition Inc. (ACOG)
Alpha Cognition Inc.
Date: Oct. 25, 2024 · CIK: 0001655923 · Accession: 0001213900-24-090889
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280196
Letter
October 25, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Lauren Hamill
Re:
Alpha Cognition Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 16, 2024
File No. 333-280196
Ladies and Gentlemen,
Alpha Cognition Inc., a British Columbia corporation (the “Company”), hereby provides the following information in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated October 23, 2024 (the “Comment Letter”). The Company’s responses are preceded by a reproduction of the corresponding Staff comments as set forth in the Comment Letter.
In addition, if the Staff would like hard copies of the Amendment No. 3 to the Registration Statement on Form S-1 (“Amendment No. 3”) as filed with the Commission on the date hereof, marked against the Registration Statement on Form S-1 as filed with the Commission on October 16, 2024, please so advise and we would be happy to provide such copies.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Summary Risk Factors, page 12
Staff Comment No. 1
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 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 or 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.
Company Response: The Company acknowledges the Staff’s comment and has revised the S-1 in Amendment No. 3 to restore the summary risk factor disclosure beginning on page 13 in accordance with our prior S-1 filings, including those items referenced by way of example in the Staff’s comment.
Should you have any further comments or questions about Amendment No. 3 or this letter, please contact our legal counsel, Jason K. Brenkert of Dorsey & Whitney LLP at 303-352-1133 or brenkert.jason@dorsey.com. We thank you for your time and attention.
Very truly yours,
ALPHA COGNITION INC.
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filename1.htm
October 25, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F. Street, N.E.
Washington, D.C. 20549
Attn:
Lauren Hamill
Re:
Alpha Cognition Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 16, 2024
File No. 333-280196
Ladies and Gentlemen,
Alpha Cognition Inc., a British Columbia corporation
(the “Company”), hereby provides the following information in response to the comments received from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the
Company dated October 23, 2024 (the “Comment Letter”). The Company’s responses are preceded by a reproduction
of the corresponding Staff comments as set forth in the Comment Letter.
In addition, if the Staff would like hard copies
of the Amendment No. 3 to the Registration Statement on Form S-1 (“Amendment No. 3”) as filed with the Commission on
the date hereof, marked against the Registration Statement on Form S-1 as filed with the Commission on October 16, 2024, please so advise
and we would be happy to provide such copies.
Amendment No. 2 to Registration Statement on
Form S-1
Prospectus Summary
Summary Risk Factors, page 12
Staff Comment No. 1
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 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 or 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.
Company Response: The Company acknowledges
the Staff’s comment and has revised the S-1 in Amendment No. 3 to restore the summary risk factor disclosure beginning on page 13
in accordance with our prior S-1 filings, including those items referenced by way of example in the Staff’s comment.
Should you have any further comments or questions
about Amendment No. 3 or this letter, please contact our legal counsel, Jason K. Brenkert of Dorsey & Whitney LLP at 303-352-1133
or brenkert.jason@dorsey.com. We thank you for your time and attention.
Very truly yours,
ALPHA COGNITION INC.
By:
/s/ Michael McFadden
Michael McFadden
Chief Executive Officer