Alpha Cognition Inc 10-K for FY2024

Alpha Cognition Inc. (ACOG)

10-K 2025-03-31 For: 2024-12-31

Added on April 10, 2026

About this 10-K

Alpha Cognition Inc filed this 10-K on March 31, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $14.64M; compared with a net loss of $13.76M a year earlier
Diluted EPS: -$2.02; compared with -$3.84 a year earlier

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British Columbia		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1200 - 750 West Pender Street
Vancouver, British Columbia		V6C
(Address of Principal Executive Offices)		(Zip Code)

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

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☒
Smaller Reporting Company ☒	Emerging Growth Company ☒

	Page
PART I
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS	32
ITEM 1B. UNRESOLVED STAFF COMMENTS	87
ITEM 1C. CYBERSECURITY	87
ITEM 2. PROPERTIES	88
ITEM 3. LEGAL PROCEEDINGS	88
ITEM 4. MINE SAFETY DISCLOSURES	88

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKERHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	89
ITEM 6. [RESERVED]	91
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDIITION AND RESULTS OF OPERATIONS	92
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLSOURES ABOUT MARKET RISK	109
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	110
ITEM 9A. CONTROLS AND PROCEDURES	110
ITEM 9B. OTHER INFORMATION	110
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	110

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFIERS AND CORPORATE GOVERNANCE	111
ITEM 11. EXECUTIVE COMPENSATION	111
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	111
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	111
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	111

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES	112
ITEM 16. FORM 10-K SUMMARY	113

SIGNATURES	114

Jurisdiction	Patent number	Status	Expiry Date
Canada	CA 2,721,007	Granted	04/14/2028
China	CN 102007129	Granted	04/14/2028
Europe (11 European Patent Convention member states)	EP 2137192	Granted	04/14/2028
United States	US 9,763,953 US 10,265,325	Granted Granted	12/1/2026 09/22/2026

Jurisdiction	Patent/Application number	Status	Expiry Date
Australia	AU 2013294917	Granted	07/29/2033
Europe (11, and 18, European Patent Convention member states)	EP 2877165 EP 3417862	Granted Granted Divisional	07/29/2033
Canada	CA 2,878,135	Granted	07/29/2033
United States	US 11,077,119 US 17/356,136	Granted Pending Continuation	08/07/2033

Jurisdiction	Application number	Status	Estimated Expiry Date (20-year term)
Australia	2021445637	Pending	05/14/2041
Canada	3,218,929	Pending	05/14/2041
China	2021800981674	Pending	05/14/2041
Hong Kong	n/a	Pending	05/14/2041
Europe	21941020.6	Pending	05/14/2041
United States	18/560,636	Pending	05/14/2041

Jurisdiction	Patent/Application number	Status	Estimated Expiry Date (20-year term)
United States	US 11,795,176 18/463,157	Granted Pending Continuation (Allowed)	01/13/2042
Europe	21152317.0 22738869.1	Priority Pending Pending	01/13/2042
Singapore	11202304626U	Pending	01/13/2042
Russia	2023121087	Pending	01/13/2042
Mexico	MX/a/2023/008276	Pending	01/13/2042
Korea	10-2023-7024970	Pending	01/13/2042
Japan	2023-565641	Pending	01/13/2042
Israel	303907	Pending	01/13/2042
China	2022800098271	Pending	01/13/2042
	62024086161.2	Pending	01/13/2042
Hong Kong	62024091747.1	Pending	01/13/2042
Canada	3,205,859	Pending	01/13/2042
Brazil	BR 11 2023 013926 0	Pending	01/13/2042
Australia	2022208641	Pending	01/13/2042

Jurisdiction		Application number		Status		Estimated Expiry Date (20-year term)
PCT application		PCT/CA2024/050691		Pending (not published)		5/24/2044

	For the Three Months Ended December 31,						Dollar			Percentage
	2024			2023			Change			Change
Operating expenses
Research and development	$	1,038,598		$	1,110,093		$	(71,495	)		(6	)%
General and administrative expenses		1,501,544			1,309,958			191,586			15
Total operating expenses		2,540,142			2,420,051			120,091			5

Net operating loss		(2,540,142	)		(2,420,051	)		(120,091	)		5

Other income (expense)
Foreign exchange (loss) gain		(7,901	)		13,512			(21,413	)		(158	)
Interest income		145,518			1,745			143,773			8,239
Grant income		130,419			227,746			(97,327	)		(43	)
Interest expense		(63,120	)		(3,499	)		(59,621	)		1,704
Loss on derivative liabilities and conversion of convertible debt		(3,323,540	)		(3,552,855	)		229,315			(6	)
Total other income (expense)		(3,118,624	)		(3,313,351	)		194,727			(6	)

Net loss		(5,658,766	)		(5,733,402	)		74,636			(1	)
Other comprehensive loss
Currency translation adjustment		-			-			-			(100	)
Comprehensive loss	$	(5,658,766	)	$	(5,733,402	)	$	74,636			(1	)

Net loss per share, basic and diluted	$	(0.51	)	$	(1.33	)	$	0.82			(62	)

Weighted-average shares used to compute net loss per share, basic and diluted		11,177,393			4,304,056			6,873,337			160	%

	For the Year Ended December 31,						Dollar			Percentage
	2024			2023			Change			Change
Operating expenses
Research and development	$	3,918,543		$	4,883,973		$	(965,430	)		(20	)%
General and administrative expenses		7,942,112			5,054,120			2,887,992			57
Total operating expenses		11,860,655			9,938,093			1,922,562			19

Net operating loss		(11,860,655	)		(9,938,093	)		(1,922,562	)		19

Other income (expense)
Foreign exchange (loss) gain		(37,609	)		9,928			(47,537	)		(479	)
Interest income		161,664			6,804			154,860			2,276
Grant income		463,881			260,503			203,378			78
Interest expense		(105,273	)		(17,516	)		(87,757	)		501
Impairment of intangible assets		(39,166	)		-			(39,166	)		100
Loss on derivative liabilities and conversion of convertible debt		(3,164,707	)		(4,085,284	)		920,577			(23	)
Provision for loan losses		(55,000	)		-			(55,000	)		100
Total other income (expense)		(2,776,210	)		(3,825,565	)		1,049,355			(27

Net loss		(14,636,865	)		(13,763,658	)		(873,207	)		6
Other comprehensive loss (income)
Currency translation adjustment		-			(19,573	)		19,573			(100	)
Comprehensive loss	$	(14,636,865	)	$	(13,783,231	)	$	(892,780	)		6

Net loss per share, basic and diluted	$	(2.02	)	$	(3.84	)	$	1.82			(47	)

Weighted-average shares used to compute net loss per share, basic and diluted		7,247,864			3,585,440			3,662,424			102	%

Date Issued	Tranche	# Units Issued at $5.50 per share		Gross Proceeds		# of Warrants issued at $7.75 per Warrant		Cash Commissions Paid⁽²⁾		Agent Warrants Issued⁽¹⁾		Warrant Expiry date
August 31, 2023	Tranche 1		244,562	$	1,345,093		122,284	$	180,051		10,912	August 31, 2026
October 16, 2023	Tranche 2		63,873	$	351,303		31,937	$	51,600		3,127	October 16, 2026
November 8, 2023	Tranche 3		183,636	$	1,009,999		91,818	$	151,500		9,182	November 8, 2026
December 22, 2023	Tranche 4		365,661	$	2,011,137		365,659	$	238,515		28,911	December 22, 2026
January 19, 2024	Tranche 5		678,630	$	3,732,469		678,626	$	391,178		41,493	January 19, 2027
Totals			1,536,362	$	8,450,000		1,290,324	$	1,012,844		93,625

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID:1524)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Stockholders’ Equity (Deficiency)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-8

	December 31,			December 31,
	2024			2023

ASSETS

Current assets
Cash and cash equivalents	$	48,546,210		$	1,404,160
Restricted cash		17,872			90,413
Inventory		615,133			-
Prepaid expenses and other current assets		1,071,963			366,316
Related party note receivable, net		-			57,550
Total current assets		50,251,178			1,918,439
Other assets		45,714			-
Equipment, net		27,077			1,721
Intangible assets, net		412,969			532,010
Total assets	$	50,736,938		$	2,452,170

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

Current liabilities
Accounts payable and accrued liabilities	$	2,439,289		$	1,394,117
Current portion of promissory note - related party		911,463			1,211,463
Deferred income		-			10,413
Total current liabilities		3,350,752			2,615,993
Warrant liabilities		5,820,358			4,455,747
Other long-term liabilities		102,783			84,125
Total liabilities		9,273,893			7,155,865

Stockholders’ equity (deficiency)
Common shares, no par value, unlimited shares authorized, 16,019,787 and 4,728,355 shares issued and outstanding as of December 31, 2024, and December 31, 2023		99,128,230			39,760,287
Class B preferred shares, no par value, unlimited shares authorized, 316,655 shares issued and outstanding as of December 31, 2024, and December 31, 2023		62			62
Additional paid-in capital		18,724,092			17,288,430
Accumulated other comprehensive loss		(104,301	)		(104,301	)
Accumulated deficit		(76,285,038	)		(61,648,173	)
Total stockholders’ equity (deficiency)		41,463,045			(4,703,695	)
Total liabilities and stockholders’ equity (deficiency)	$	50,736,938		$	2,452,170

																	Accumulated
						Class A								Additional			Other
	Common Shares					Restricted Shares				Preferred Shares				Paid-In			Comprehensive			Accumulated
	Shares		Amount			Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Total
Balance, December 31, 2023		4,728,355	$	39,760,287			-	$	-		316,655	$	62	$	17,288,430		$	(104,301	)	$	(61,648,173	)	$	(4,703,695	)
Units issued for cash		678,630		3,732,469			-		-		-		-		-			-			-			3,732,469
Shares issued for cash		9,184,159		52,808,915																				52,808,915
Shares issued for conversion of convertible debentures and interest		801,412		4,609,388																				4,609,388
Shares issued for services		413,445		2,273,949			-		-		-		-		-			-			-			2,273,949
Share issuance costs		168,886		(8,777,757	)		-		-		-		-		582,245			-			-			(8,195,512	)
Options exercised		14,900		128,182			-		-		-		-		(126,382	)		-			-			1,800
Warrants exercised		30,000		300,000			-		-		-		-		-			-			-			300,000
Share-based compensation		-		-			-		-		-		-		979,799			-			-			979,799
Reallocation of derivative liability on re-pricing of warrants from CAD to USD exercise price		-		4,292,797			-		-		-		-		-			-			-			4,292,797
Net loss		-		-			-		-		-		-		-			-			(14,636,865	)		(14,636,865	)
Balance, December 31, 2024		16,019,787	$	99,128,230			-	$	-		316,655	$	62	$	18,724,092		$	(104,301	)	$	(76,285,038	)	$	41,463,045

Computer equipment	55	%
Other equipment	20	%
Construction in progress	Not depreciated

	December 31, 2024		December 31, 2023
Raw materials	$	-	$	-
Work in progress		615,133		-
Total	$	615,133	$	-

	Principal			Interest
Balance as of December 31, 2022	$	-		$	-
Loans advanced		55,000			-
Interest accrued		-			2,550
Balance as of December 31, 2023	$	55,000		$	2,550
Interest accrued		-			1,645
Provision for credit losses		(55,000	)		-
Interest payments		-			(2,952	)
Reversal of accrued interest		-			(1,243	)
Balance as of December 31, 2024	$	-		$	-

December 31, 2024		Gross Amount				Accumulated Amortization				Net Balance				Weighted Average Remaining Useful Life
Licenses		$	1,185,633			$	772,664			$	412,969				5.17	⁽¹⁾

December 31, 2023		Gross Amount				Accumulated Amortization				Net Balance				Weighted Average Remaining Useful Life
Licenses		$	1,235,633			$	703,623			$	532,010				6.61

Year Ending December 31,
2025		79,042
2026		79,042
2027		79,042
2028		79,042
Thereafter		96,801
Total	$	412,969

	Convertible Debentures			Conversion Feature Liability			Warrant Liabilities			Total
	$			$			$			$
Balance, December 31, 2023 and 2022	-			-			-			-
Proceeds		4,545,000			-			-			4,545,000
Allocation of proceeds to conversion feature liability		(3,359,716	)		3,359,716			-			-
Allocation of proceeds to warrant liabilities		(1,185,284	)		-			3,238,759			2,053,475
Accrued interest		65,996			-			-			65,996
Revaluation of conversion feature liability		-			2,076,421			-			2,076,421
Revaluation of warrant liabilities		-			-			(1,484,661	)		(1,484,661	)
Reallocation on conversion of convertible debentures		(65,996	)		(5,436,137	)		892,745			(4,609,388	)
Balance, December 31, 2024		-			-			2,646,843			2,646,843

Risk-free interest rate	3.51	%
Dividend yield	–
Expected life	4.98 years
Volatility	88	%
Probability of automatic conversion under qualified offering	70	%

	●	Issued 7,200 Common Shares for the exercise of 7,200 ACI Canada legacy performance options at a price of $0.25 per share for total proceeds of $1,800. As a result, the Company transferred $89,631 from additional paid-in capital to share capital.

	●	On November 13, 2024, the Company completed a public offering of Common Shares by issuing 8,695,653 Common Shares at a public offering price of $5.75 per share for gross proceeds of $50,000,005. In connection with the US public offering, the Company incurred underwriting fees of $3,826,624, incurred legal and other advisory fees of $1,374,814, listing fees of $133,633, and issued 608,696 agent warrants with an estimated fair value of $2,381,051. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $7.18 per for a term of five years.
	●	On November 13, 2024, as a result of the completion of the public offering, the Company’s convertible notes automatically converted pursuant to their terms into 801,412 Common Shares at a conversion price of $5.75 being the public offering price per share in the public offering. Additionally, the Company issued an additional 215,421 warrants exercisable to acquire 215,421 Common Shares at an exercise price of $7.19 per share and the exercise price of the Company’s existing 430,805 warrants issued in connection with the offering of the convertible notes was repriced from $10.55 per share to $7.19 per share, both which have a term of five years.

	●	On December 12, 2024, the underwriter of the Company’s underwritten U.S. public offering partially exercised its over-allotment option to purchase an additional 488,506 common shares at the public offering price of $5.75 per share for additional gross proceeds of $2,808,910.

	●	215,421 warrants with an exercise price of $7.19 and expiry of November 13, 2029, in connection with the conversion of the convertible debentures as a result of the completion of the public offering (Note 9)

	●	34,196 warrants with an exercise price of $7.18 and expiry date of November 8, 2029 to the underwriters of the Company’s public offering. These warrants were issued in connection with the underwriters exercising its overallotment option. The warrants were valued at $110,040 using the Black Scholes option-pricing model with the following assumptions: expected life of 4.90 years; volatility of 70.24%; discount rate of 4.25%; and a dividend yield of $nil.

	●	608,696 warrants with an exercise price of $7.18 and expiry November 8, 2029 to the underwriters of the Company’s public offering. The warrants were valued at $2,381,056 using the Black Scholes option-pricing model with the following assumptions: expected life of 5 years; volatility of 69.16%; discount rate of 4.30%; and a dividend yield of $nil.

	●	430,805 warrants with an exercise price of $7.19 and expiry of September 24, 2029, in connection with the issuance of the convertible debentures (Note 9).

	Number of Warrants			Weighted Average Exercise Price (as converted)		Remaining Contractual Term (Years)
Balance, December 31, 2022		639,249		$	28.76		0.84
Issued		1,626,721			7.48		-
Expired		(516,778	)		34.01		-
Balance, December 31, 2023		1,749,192		$	7.66		3.43
Issued		2,009,241			7.39		-
Exercised		(30,000	)		10.00
Expired		(92,471	)		10.00
Balance, December 31, 2024		3,635,962		$	7.37		3.30

Warrants Outstanding		Exercise Price			Expiry Date
	133,193	$	7.75		August 31, 2026
	35,064	$	7.75		October 16, 2026
	101,000	$	7.75		November 8, 2026
	394,572	$	7.75		December 22, 2026
	720,123	$	7.75		January 19, 2027
	585,609	$	7.23		February 16, 2028
	86,200	$	6.78 (CAD$9.75	)	February 16, 2028
	28,796	$	6.78 (CAD$9.75	)	March 15, 2028
	262,287	$	7.08		March 15, 2028
	430,805	$	7.19		September 24, 2029
	642,892	$	7.18		November 8, 2029
	215,421	$	7.19		November 13, 2029
	3,635,962

Balance as of December 31, 2022	$	205,989
Revaluation of derivative liability		145,980
Reclassification of derivative liability per change in functional currency		(351,969	)
Balance as of December 31, 2023 and 2024	$	-

Warrants Outstanding		Exercise Price		Expiry Date
	122,471	$	10.00	August 30, 2024
	122,281	$	7.75	August 31, 2026
	244,752

	August 31, 2023
Risk-free interest rate		5.14	%
Dividend yield		-
Expected life (in years)		1.00
Volatility		131	%
Weighted average fair value per warrant	$	4.00

Balance as of December 31, 2022	$	-
Reclassification of derivative liability per change in functional currency		4,541,545
Revaluation of derivative liability		3,939,304
Reclassification of derivative liability per change in exercise price		(4,025,102	)
Balance as of December 31, 2023	$	4,455,747
Revaluation of derivative liability		340,179
Reclassification of derivative liability per change in exercise price		(4,292,797	)
Balance as of December 31, 2024	$	503,129

	December 31, 2024			November 13, 2024			September 24, 2024
Risk-free interest rate		4.38	%		4.21	%		3.41	%
Dividend yield		-			-			-
Expected life (in years)		4.73			4.86			5.00
Volatility		94	%		93	%		88	%

	December 31, 2024			December 16, 2024			November 13, 2024
Risk-free interest rate		4.38	%		4.25	%		4.30	%
Dividend yield		-			-			-
Expected life (in years)		4.86			4.90			5.00
Volatility		95	%		94	%		90	%

	For the Years Ended
	December 31, 2024		December 31, 2023
Research and development	$	237,940	$	540,076
General and administrative		623,345		1,645,265
Total share-based compensation	$	861,285	$	2,185,341

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value⁽¹⁾
Balance, December 31, 2022		220,243			18.12		8.47		-
Granted		647,600			4.16		-
Expired		(30,911	)		25.34		-
Exercised ⁽²⁾		(10,045	)		4.16		-
Balance, December 31, 2023		826,887		$	4.44		9.07	$	6,647,828
Granted		150,000			6.56		-		-
Exercised ⁽³⁾		(10,913	)		4.56		-		-
Cancelled		(167,042	)		3.89		-		-
Balance, December 31, 2024		798,932		$	4.58		8.36	$	1,159,843
Options exercisable, December 31, 2024		478,712		$	4.56		7.84	$	808,375