Alpha Cognition Inc美股招股说明书(2025-10-01版)

4,651,516 Common SharesPre-Funded Warrants to Purchase up to 948,484 Common Shares We are offering4,651,516 of our common shares, no par value per share,and, in lieu of common shares to investors that so choose,pre-funded warrants to purchase up to 948,484 common shares pursuant to this prospectus supplement and the accompanyingprospectus. A holder ofpre-fundedwarrants will not have the right to exercise any portion of itspre-fundedwarrants if the holder,together with its affiliates and certain related parties, would beneficially own in excess of 4.99% (or, at the election of the holder,9.99%) of the number of common shares outstanding immediately after giving effect to such exercise. The purchase price of eachpre-fundedwarrants is equal to the price at which a common share is sold to the public in this offering, minus $0.001, which is the exerciseprice of eachpre-fundedwarrant. Each pre-funded warrant is exercisable for one common share and shall be exercisable at any timeafter its original issuance and shall terminate upon exercise in full of such pre-funded warrant. This prospectus supplement also relatesto the offering by us of our common stock issuable upon exercise of suchPre-FundedWarrants. Our common shares are listed for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ACOG”. The last closing priceof our common shares on September 30, 2025, as reported by Nasdaq, was $6.51 per share. There is no established public tradingmarket for the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing ofthe pre-funded warrants on Nasdaq, any other national securities exchange or any other nationally recognized trading system. Withoutan active trading market, the liquidity of thePre-FundedWarrants will be limited. We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commissionrules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectussupplement and future filings. See the section of this prospectus supplement entitled “prospectus supplement Summary—Implicationsof Being an Emerging Growth Company” and “prospectus supplement Summary—Implications of Being a Smaller ReportingCompany.” Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referencedunder the heading “Risk Factors” beginning on page S-6 of this prospectus supplement and under similar headings in thedocuments that are incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The securities offered hereby have not been qualified for distribution by this prospectus supplement under the securities laws of anyprovince or territory of Canada and are not being offered in Canada or to any resident of Canada. (1)We have agreed to pay for certain expenses of the underwriter. See “Underwriting” beginning on page S-15 of this prospectussupplement for additional information regarding underwriting discounts, commissions and estimated expenses. (2)The amount of the offering proceeds to us presented in this table does not give effect to the exercise, if any, of the pre-fundedwarrants being issued in connection with this offering. We have granted the underwriter an option, exercisable in whole or in part, for a period of up to 30 days from the date of thisprospectus supplement to purchase up to840,000additional common shares at the public offering price, less underwriting discountsand commissions. The underwriter expects to deliver the securities, against payment, on or about October 2, 2025. Sole BookrunnerTitan Partners Groupa division of American Capital Partners The date of this prospectus supplement is September 30, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSS-iiPROSPECTUS SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-9USE OF PROCEEDSS-10DILUTIONS-11DIVIDEND POLICYS-12DESCRIPTION OF SECURITIES DISTRIBUTEDS-13MARKET FOR COMMON SHARESS-14UNDERWRITINGS-15CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. RESIDENTSS-23CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-25LEGAL MATTERSS-34EXPERTSS-34INCORPORATION BY REFERENCES-34WHERE YOU CAN FIND MORE INFORMATIONS-34 PROSPECTUS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS9PLAN OF DISTRIBUTION9DESCRIPTION OF CAPITAL STOCK12DESCRIPTION OF DEBT SECURITIES17DESCRIPTION OF WARRANTS19DESCRIPTION OF UNITS23LEGAL MATTERS23EXPERTS23INCORPORATION BY REFERENCE24WHERE YOU CAN FIND MORE INFORMATION24