Alpha Cognition (NASDAQ: ACOG) launches US$75M at-the-market share program

Rhea-AI Filing Summary

Alpha Cognition Inc. entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC, allowing the company to sell common shares from time to time with an aggregate gross sales value of up to US$75.0 million. Under this arrangement, Wainwright will act as sales agent and use commercially reasonable efforts to execute sales based on the company’s instructions, earning a commission of up to 3.0% of the gross sales price of shares sold.

Sales may be conducted as at-the-market offerings on the Nasdaq Capital Market or through ordinary brokers’ transactions as permitted under Rule 415 of the Securities Act. Alpha Cognition is not obligated to sell any shares and may suspend or terminate the program at any time.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2025

Alpha Cognition Inc.

(Exact name of registrant as specified in its charter)

British Columbia		001-42403		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1452 Hughes Rd., Ste 200 Grapevine, Texas		76051
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 604-564-9244

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Shares, no par value		ACOG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On August 22, 2025, Alpha Cognition Inc. (the “Company”) entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) as sales agent. Under the terms of the ATM Agreement, the Company will be entitled to sell, at its sole discretion and from time to time as it may choose, common shares in the capital of the Company (“Shares”) through Wainwright, with such sales having an aggregate gross sales value of up to US$75.0 million (the “Offering”). The ATM Agreement will remain in full force and effect until the date that the ATM Agreement is terminated in accordance with the terms therein.

Subject to the terms and conditions of the Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided Wainwright with customary indemnification rights, and Wainwright will be entitled to a commission at a commission rate of up to 3.0% of the gross sales price of the Shares sold.

Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with Wainwright. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.

This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The ATM Agreement was filed as an exhibit to the Company’s shelf registration statement on Form S-3 (File No. 333-289792) previously filed with the Securities and Exchange Commission on August 22, 2025 (the “Registration Statement”). The description of the material terms of the ATM Agreement above is qualified in its entirety by reference to the ATM Agreement filed as Exhibit 1.2 to the Registration Statement.

The opinion of the Company’s counsel regarding the validity of the Shares to be issued pursuant to the ATM Agreement and filed with the Registration Statement as Exhibit 5.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.2		At the Market Offering Agreement, dated August 22, 2025, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 as filed with  the Commission on August 22, 2025 (File No. 333-289792)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALPHA COGNITION INC.
	By:	/s/ Michael McFadden
		Michael McFadden
		Chief Executive Officer
Dated: August 22, 2025

FAQ

What equity program did Alpha Cognition Inc. (ACOG) establish in this 8-K?

Alpha Cognition Inc. entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC to sell common shares with an aggregate gross sales value of up to US$75.0 million.

How much can Alpha Cognition (ACOG) raise through the at-the-market program?

The at-the-market program allows Alpha Cognition to sell common shares with an aggregate gross sales value of up to US$75.0 million.

Who is the sales agent for Alpha Cognition’s (ACOG) at-the-market offering?

H.C. Wainwright & Co., LLC serves as the sales agent for Alpha Cognition’s at-the-market offering agreement.

What commission will H.C. Wainwright earn under Alpha Cognition’s ATM agreement?

H.C. Wainwright will be entitled to a commission of up to 3.0% of the gross sales price of Alpha Cognition’s common shares sold under the agreement.

Is Alpha Cognition (ACOG) required to sell shares under this at-the-market agreement?

No. Alpha Cognition has no obligation to sell any shares and may suspend offers or terminate the at-the-market agreement at any time.

On which market can Alpha Cognition’s ATM sales be made?

Sales of Alpha Cognition’s common shares under the at-the-market agreement may be made on the Nasdaq Capital Market through ordinary brokers’ transactions or other permitted methods.

Which registration statement covers Alpha Cognition’s ATM agreement?

The at-the-market agreement is filed as Exhibit 1.2 to Alpha Cognition’s Form S-3 shelf registration statement (File No. 333-289792).