ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

MERTZ LEONARD POWELL

(Last)

(First)

(Middle)

C/O ALPHA COGNITION INC.

1200 - 750 WEST PENDER STREET

(Street)

VANCOUVER

A1

V6C 2T8

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2024

3. Issuer Name and Ticker or Trading Symbol
Alpha Cognition Inc. [ ACOG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	138,495	D
Common Shares	85,030	I	by The Len Mertz Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Share Options	01/18/2023⁽¹⁾	12/20/2031	Common Shares	12,000	$5.21⁽²⁾	D
Common Share Options	01/18/2023⁽¹⁾	05/31/2032	Common Shares	4,000	$5.21⁽²⁾	D
Common Share Options	06/08/2023⁽³⁾	06/08/2033	Common Shares	20,000	$4.12⁽⁴⁾	D
Class B Preferred Series A Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	60,015	$0⁽⁵⁾	D

Explanation of Responses:

1. Options are fully vested.

2. Converted from Canadian exercise price of C$7.00 at C$1.3439=USD$1.00.

3. 12.5% vested on June 8, 2023, and the remaining 87.5% vests in equal monthly installments until January 30, 2026.

4. Converted from Canadian exercise price of C$5.50 at C$1.3358=USD$1.00.

5. The Class B Preferred Series A Shares are convertible at any time, at the holder's election, on a one-for-one basis, and will convert automatically upon certain events as described in the Issuer's Form S-1 registration statement. The Class B Preferred Series A Shares do not expire.

	/s/ Mertz Leonard Powell	11/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.