Alpha Cognition Inc美股招股说明书(2025-07-17版)

We will not receive any proceeds from the sale of common shares by the selling stockholders. We may receive proceeds from the exercise of warrants, if any warrants are exercised.The selling stockholders may sell all or a portion of the common shares beneficially owned by them and offered hereby from time totime directly or through one or more underwriters, broker-dealers or agents. Please see the section entitled “Plan of Distribution” onpage 8 of this prospectus for more information. For a list of the selling stockholders, see the section entitled “Selling Stockholderson Our common shares are currently traded on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “ACOG”. Investing in our securities involves risks. You should carefully review the risks and uncertainties described under the heading“Risk Factors”beginning on page 7 of this prospectus, any applicable prospectus supplement or any related free writingprospectus, and in any documents incorporated by reference herein or therein before investing in our securities. agents on a continuous or delayed basis. The names of any underwriters or agents that are included in a sale of securities to you, andany applicable commissions or discounts, will be stated in any accompanying prospectus supplement. In addition, the underwriters, if any, may over-allot a portion of the securities. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGECOMMISSIONOR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGECOMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OFTHIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is July 17, 2025 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDSPLAN OF DISTRIBUTION and Exchange Commission (the “SEC”) using a “shelf” registration procedure. Under this procedure, we may offer and sell at any timeand from time to time, in one or more offerings, any combination of the securities described in this prospectus.Any prospectus supplement may add, update, or change information contained in this prospectus. Any statement that we make in this sale is not permitted. You should not assume that the information incorporated by reference or provided in this prospectus orany prospectus supplement is accurate as of any date other than the date on the front of those documents.ii This summary highlights information contained in other parts of this prospectus and in the documents we incorporate by reference.Because it is only a summary, it does not contain all of the information that you should consider before investing in our commonstock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference in this prospectus. You should read all such documents carefully, especially the risk factorsand our consolidated financial statements and the related notes included or incorporated by reference in this prospectus, beforedeciding to buy shares of our common stock.We are a biopharmaceutical company dedicated to developing treatments for patients suffering from neurodegenerative diseases,such as Alzheimer’s disease (“Alzheimer’s disease” or “AD”), for which there are limited or no treatment options. We focus on thedevelopment of commercial manufacturing and commercial sales of ZUNVEYL oral tablet formulation. Our commercialdevelopment program for ZUNVEYL is primarily focused on building a long-term care commercial team that can focus onproviding key points of differentiation, exploiting key issues with existing AChEI treatments, and franchising potential additional ZUNVEYL, is a patented new innovative product being developed as a next generation acetylcholinesterase inhibitor for thetreatmentof Alzheimer’s disease,with expected minimal gastrointestinal side effects.ZUNVEYL’s active metabolite isdifferentiated from donepezil and rivastigmine in that it binds neuronal nicotinic receptors, most notably the alpha-7 subtype,which is known to have a positive effect on cognition. ZUNVEYL is in pre-clinical development in combination with memantine Our other pre-clinical stage assets include ALPHA-0602, ALPHA-0702 & ALPHA-0802 (Progranulin and Progranulin GEM’s),which are expressed in several cell types in the central nervous system and in peripheral tissues, promotes cell survival, regulatescertain inflammatory processes, and play a significant role in regulating lysosomal function and microglial responses to disease. Itsintended use for the treatment of neurodegenerative diseases has been patented by us and ALPHA-0602 has been granted anOrphan Drug Designation for the treatment of ALS by the FDA. Orphan Drug Designation was provided for ALPHA-0602 by theOffice of Orphan Drug Products, FDA on February 2020 based on the Federal Food Drug, and Cosmetic Act, whereby the symbol “ACOG”, previously our shares wer