As filed with the U.S. Securities and Exchange Commission on November 12, 2024
Registration No. 333-280196
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-1
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
ALPHA COGNITION INC.
(Exact name of registrant as specified in its charter)
_________________________
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British Columbia
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2836
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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1200 – 750 West Pender Street
Vancouver, BC, V6C 2T8
(858) 344-4375
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_________________________
Michael McFadden
Chief Executive Officer
Alpha Cognition Inc.
1200 – 750 West Pender Street
Vancouver, BC, V6C 2T8
(858) 344-4375
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_________________________
Copies to:
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Jason K. Brenkert, Esq.
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202
(303) 352-1133
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Mitchell S. Nussbaum, Esq.
Norwood P. Beveridge, Esq.
Lili Taheri, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
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_________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-280196
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(D) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-1 Registration Statement is filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended (the “Securities Act”) and relates to the public offering of common shares and pre-funded units of Alpha Cognition Inc. (the “Company”), contemplated by the Registration Statement on Form S-1, as amended (File No. 333-280196), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 14, 2024 (as amended, the “Registration Statement”) pursuant to the Securities Act, which was declared effective by the Commission on November 8, 2024.
The Company is filing this Post-Effective Amendment No. 1 solely to add exhibits to the previously effective Registration Statement by (i) removing the previously filed Exhibit 5.1 and replacing it with Exhibit 5.1 filed herewith in order to reflect the removal of common shares underlying the underwriter warrants covered by the legal opinion of Morton Law LLP and (ii) removing the previously filed Exhibit 5.2 and replacing it with Exhibit 5.2 filed herewith in order to reflect an increase in the aggregate offering amount of prefunded warrants and the removal of underwriter warrants covered by the legal opinion of Dorsey & Whitney LLP.
Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part II Item 16(a) of the Registration Statement on Form S-1 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Prior Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Commission. The contents of the Registration Statement, including all amendments and exhibits thereto, are hereby incorporated by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
All exhibits filed with or incorporated by reference in Registration Statement No. 333-280196 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on November 12, 2024.
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ALPHA COGNITION INC.
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By:
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/s/ Michael McFadden
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Name: Michael McFadden
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Title: Chief Executive Officer and Director
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Michael McFadden
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Dated: November 12, 2024
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Name: Michael McFadden
Title: Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Henry Du
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Dated: November 12 2024
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Name: Henry Du
Title: Vice President of Finance and Accounting and
interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ Len Mertz
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Dated: November 12, 2024
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Name: Len Mertz
Title: Chairman and Director
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/s/ John Havens
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Dated: November 12, 2024
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Name: John Havens
Title: Director
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/s/ Philip Mertz
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Dated: November 12, 2024
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Name: Phillip Mertz
Title: Director
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/s/ Rajeev Bakshi
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Dated: November 12, 2024
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Name: Rajeev Bakshi
Title: Director
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/s/ Ken Cawkell
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Dated: November 12, 2024
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Name: Ken Cawkell
Title: Director
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II-2
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of the Registrant in the United States, on November 12 2024.
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By:
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/s/ Michael McFadden
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Name: Michael McFadden
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Title: Chief Executive Officer and Director
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II-3
Exhibit 5.1
November 12, 2024
Alpha Cognition Inc.
c/o 1200 – 750 West Pender Street
Vancouver, BC V6C 2T8
Dear Sirs and Mesdames:
| Re: |
Securities Registered under Registration Statement on Form S-1 |
We have acted as Canadian counsel
to Alpha Cognition Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), in a public
offering pursuant to the Registration Statement on Form S-1 initially filed with, and declared effective on November 8, 2024 by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) (File No. 333-280196), as amended
by Post Effective Amendment 1 thereto (the “Amended Registration Statement”), effective automatically upon filing pursuant
to Rule 462(d) under the Act. Pursuant to the Amended Registration Statement, the securities are to be offered, comprising of up to $43,500,008
of common shares, no par value (the “common shares”), or up to $43,500,008 of pre-funded warrants (the “Pre-Funded
Warrants”) to purchase common shares at an exercise price of $0.0001 per share until such time as the Pre-Funded Warrant is
exercised in full. All dollar amount references herein are in United States currency.
The Company has granted the
representative of the underwriters an option to purchase up to an aggregate of $6,524,992 of additional common shares or additional Pre-Funded
Warrants in lieu thereof under the Amended Registration Statement. References herein to the common shares and Pre-Funded Warrants include
any additional common shares or additional Pre-Funded Warrants issuable upon exercise of the underwriter’s option.
In rendering the opinions herein,
we have examined originals or copies of documents and have considered such questions of law and made such other investigations as we have
deemed relevant or necessary. We have assumed the genuineness of all signatures, the legal capacity of all individuals, the authenticity
of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified,
conformed or photocopies or facsimiles thereof. We have assumed the offering of securities being registered under the Amended Registration
Statement will complete as described in the Amended Registration Statement. We have assumed the accuracy and truthfulness of all representations
and statements made in the documents so examined, and the performance of all obligations under agreement presented to us. We express no
opinion as to any laws, or matters governed by any laws, other than the laws of the Province of British Columbia and the federal laws
of Canada applicable therein. The opinions hereinafter expressed are based upon legislation, rules and regulations in effect on the date
hereof.
Subject to the foregoing qualifications,
we are of the opinion that as at the date hereof, the common shares registered under the Amended Registration Statement, including common
shares issuable upon exercise of Pre-Funded Warrants, shall be, upon issuance, issued as duly and validly authorized and issued, fully
paid and non-assessable.
We hereby consent to the filing
of this opinion as an exhibit to the Amended Registration Statement and to the references to this firm in the Amended Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Yours truly,
MORTON LAW LLP
/s/ Morton Law LLP
Exhibit 5.2
November 12, 2024
Alpha Cognition Inc.
1200-750 West Pender Street
Vancouver, BC, V6C 2T8
| Re: | Registration
Statement on Form S-1 (File No. 333-280196) |
Ladies and Gentlemen:
We have acted as United States
counsel to Alpha Cognition Inc., a Canadian company (the “Company”), in connection with a Registration Statement on
Form S-1 (as amended or supplemented, the “Registration Statement”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),
relating to the registration by the Company of a firm commitment offering of up to $50,025,000 of common shares, no par value (the “common
shares”), or up to $50,025,000 of pre-funded warrants (the “Pre-Funded Warrants”) to purchase common shares
at an exercise price of $0.0001 per share until such time as the Pre-Funded Warrant is exercised in full, inclusive, in each case, of
an option granted to the underwriters to purchase additional common shares or Pre-Funded Warrants in lieu thereof.
We have examined such documents
and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below.
In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness
of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal
capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon
certificates or comparable documents of officers and other representatives of the Company and of public officials.
Based on the foregoing, we
are of the opinion that the Pre-Funded Warrants, when duly executed by the Company and duly delivered to the purchasers thereof against
payment therefor as described in the Registration Statement, will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.
(a) Our opinion set forth
above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting
creditors’ rights generally (including, without limitation, fraudulent conveyance laws).
(b) Our opinion set forth
above is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered
in a proceeding in equity or at law.
(c) Our opinion set forth
above is subject to limitations regarding the availability of indemnification and contribution where such indemnification or contribution
may be limited by applicable law or the application of principles of public policy.
(d) We express no opinion
as to the enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without
limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum)
to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a
state court of the State of New York, (ii) waivers by the Company of any statutory or constitutional rights or remedies, (iii) terms which
excuse any person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s
or entity’s negligence or willful misconduct or (iv) obligations to pay any prepayment premium, default interest rate, early termination
fee or other form of liquidated damages, if the payment of such premium, interest rate, fee or damages may be construed as unreasonable
in relation to actual damages or disproportionate to actual damages suffered as a result of such prepayment, default or termination.
(e) We draw your attention
to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified
except in writing may be limited.
Our opinions expressed above
are limited to the laws of the State of New York.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters”
in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Dorsey & Whitney
LLP
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