ACOGF Alpha Cognition Inc (QB)

  

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

 

 

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

  

 

Exhibit 10.1

 

AGREEMENT AND WAIVER TO INVESTMENT BANKING AGREEMENT

 

This Agreement and Waiver to Investment Banking Agreement (this “Waiver”) dated this 10th day of June 2024, by and between Alpha Cognition Inc. (the “Company”) and Spartan Capital Securities, LLC (“Spartan”).

 

WHEREAS, the Company and Spartan are parties to an investment banking agreement, dated May 17, 2023, as amended (the “Investment Banking Agreement”);

 

WHEREAS, the Company desires to complete a public offering of its securities pursuant a Registration Statement on Form S-1 to be led by Alliance Global Partners/A.G.P. to be conducted in the months of June and July 2024 (the “Transaction”);

 

WHEREAS, the Company and Spartan desire to clarify the application of the provisions of the Investment Banking Agreement to the Transaction;

 

WHEREAS, pursuant to Sections 12 and 14 of the Investment Banking Agreement the Company and Spartan hereby agree and Spartan hereby waives certain provisions of the Investment Banking Agreement solely in relation to the Transaction as more particularly set forth below;

 

WHEREFORE, for good and valuable consideration, the parties do hereby agree as follows:

 

1.

The Company and Spartan hereby agree that the Transaction is an “Alternative Transaction” that falls under the provisions of Section 3(d) of the Investment Banking Agreement, in relation to the compensation due and payable to Spartan.

 

2.

In relation to the 2.5% fee due and payable to Spartan in relation to the Transaction under Section 3(d) of the Investment Banking Agreement, Spartan hereby waives its right to 1.5% of the fee, such that, solely in relation to the Transaction, Spartan will be due only a fee of 1% as calculated in Section 3(d) of the Investment Banking Agreement.

 

3.

Solely in relation to the Transaction, Spartan hereby waives its Future Rights under Section 7 of the Investment Banking Agreement. For clarity, the parties hereby agree that Spartan shall retain all Future Rights provided by Section 7 of the Investment Banking Agreement upon the closing of the Transaction with Alliance Global Partners/A.G.P and that nothing in the Transaction or the Engagement of Alliance Global Partners/A.G.P. will conflict with the rights conferred to Spartan under the Investment Banking Agreement.

 

4.

Except as modified or waived herein, the terms of the Investment Banking Agreement shall remain in full force and effect.

 

5.

This Waiver may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and

the same Waiver. A signature delivered by facsimile or email shall constitute an original.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first written above.

 

ALPHA COGNITION INC.
By:	/s/ Michael McFadden
Name:	Michael McFadden
Title:	Chief Executive Officer
SPARTAN CAPITAL SECURITIES, LLC
By:	/s/ Kim Monchik
Name:	Kim Monchik
Title:	Chief Administrative Officer

 

 

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