UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 10, 2024
ALPHA COGNITION INC.
(Exact name of registrant as specified in its charter)
| British Columbia | 333-278997 | N/A | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1200 – 750 West Pender Street Vancouver, British Columbia |
V6C 2T8 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 604-564-9244
_____________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2024, Alpha Cognition Inc. (the “Company”) entered into an Agreement and Waiver to the Investment Banking Agreement between the Company and Spartan Capital Securities, LLC (the “Agreement and Waiver”). Pursuant to the Agreement and Waiver, solely in relation to the Company’s planned offering with Alliance Global Partners/A.G.P. (the “Transaction”), Spartan agreed to (i) reduce its 2.5% fee due and payable in relation to the Transaction to 1% and (ii) waived its future rights under the Investment Banking Agreement upon closing the Transaction.
The foregoing summary of the material terms of the Agreement and Waiver is qualified in its entirety by the complete terms of the Agreement and Waiver which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Name | |
| 10.1 | Agreement and Waiver to the Investment Banking Agreement dated June 10, 2024 |
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ALPHA COGNITION INC. | ||
| Date: June 14, 2024 | By: | /s/ Don Kalkofen |
| Name: | Don Kalkofen | |
| Title: | Chief Financial Officer | |
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