Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

Underwriting Agreement

On November 12, 2024, Alpha Cognition Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Titan Partners Group LLC, a division of American Capital Partners, LLC, as representative (the "Representative") of the several underwriters identified on Schedule A of the Underwriting Agreement (the "Underwriters"), relating to the Company's sale of 8,695,653 common shares, no par value, and/or pre-funded warrants of the Company to purchase up to 8,695,653 common shares at an exercise price of $0.0001 per share (the "Offering"). The Company also agreed to grant the representative of the Underwriters an option to purchase up to an aggregate of 1,184,592 additional common shares and/or pre-funded warrants.

The Company previously filed the form of Underwriting Agreement as an exhibit to the Company's registration statement on Form S-1/A, as amended from time to time (File No. 333-280196), which was declared effective by the Securities and Exchange Commission on November 8, 2024 (the "Registration Statement"). A copy of the final executed underwriting agreement is filed as Exhibit 1.1 hereto and is incorporated by reference into this Item 1.01.

On November 13, 2024 the Company consummated the Offering and issued 8,695,653 common shares for aggregate net proceeds of approximately $46.15 million (or $52.48 million if the Underwriters exercise their option to purchase additional securities in full). The Company intends to use the net proceeds received from the Offering to begin the commercialization process and launch of ZUNVEYL in AD, further research and development of its pipeline product candidate, continue to engage in commercial CMC activities (chemistry, manufacturing, and controls), as well as for working capital and general corporate purposes, which may include funding capital expenditures, acquisitions, and investments.

Underwriters Warrants

Concurrently with the closing of the Offering, the Company also issued warrants to purchase up to 608,696 common shares to the Representative and its designees, at an exercise price of $7.18 per share (the "Underwriter Warrants"). The Underwriter Warrants are exercisable beginning on May 8, 2025, and expire on November 13, 2029. The form of Underwriter Warrant is filed as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.