VANCOUVER, British Columbia / Dec 04, 2023 / Business Wire / Alpha Cognition Inc. (CSE: ACOG, OTCQB: ACOGF) (“Alpha Cognition” or the “Company”) announces that it has amended the terms of its previously announced private placement offering of up to US$6.5 million of units at a price of US$0.22 per unit. Each unit will now consist of one common share and one share purchase warrant. Each warrant will entitle the holder to purchase an additional common share of the Company at a price of US$0.31 per common share for a period of three years from the closing date.

Pursuant to the offering, the Company has issued an aggregate of 12,301,791 units of the Company comprised of one common share and one-half of one common share purchase warrant, each whole warrant is exercisable into one common share at a price of US$0.31 per common share for three years following the date of issuance. The gross proceeds of the offering received to date are US$2.7 million. The Company is continuing the offering with the amended warrant terms for up to an additional US$3.8 million.

The Company expects to use the net proceeds from the private placement for research and development, general and administrative matters, and working capital. The Company may complete additional closings pursuant to the private placement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

About Alpha Cognition Inc.

Alpha Cognition Inc. is a clinical stage, biopharmaceutical company dedicated to developing treatments for patients suffering from neurodegenerative diseases, such as Alzheimer’s disease and Cognitive Impairment with mild Traumatic Brain Injury (“mTBI”), for which there are currently no approved treatment options.

ALPHA-1062, is a patented new chemical entity being developed as a new generation acetylcholinesterase inhibitor for the treatment of Alzheimer’s disease, with expected minimal gastrointestinal side effects. ALPHA-1062’s active metabolite is differentiated 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. ALPHA-1062 is also being developed in combination with memantine to treat moderate to severe Alzheimer’s dementia, and as an intranasal formulation for Cognitive Impairment with mTBI.