Alpha Cognition Inc. Announces Pricing of $35 Million Oversubscribed Public Offering of Common Shares
Alpha Cognition Inc. (Nasdaq: ACOG) (the “Company”), a commercial-stage biopharmaceutical company committed to advancing innovative therapies for neurodegenerative diseases, today announced the pricing of its oversubscribed underwritten public offering of 5,600,000 common shares, or pre-funded warrants in lieu thereof, at a public offering price of $6.25 per share. The offering generated gross proceeds of approximately $35.0 million, before deducting underwriting discounts, commissions, and estimated offering expenses. All of the securities in this offering were sold directly by the Company.
The proceeds from this oversubscribed offering are intended to accelerate Alpha Cognition’s commercial launch strategy for its flagship product, ZUNVEYL® (Benzgalantamine), with a focus on expanding sales efforts, enhancing marketing capabilities, improving payer coverage, and strengthening reimbursement infrastructure. These strategic investments are designed not only to drive early adoption of ZUNVEYL® but also to establish a robust foundation for long-term revenue growth, a sustainable market presence, and continued innovation in the treatment of Alzheimer’s disease and other neurodegenerative conditions.
CEO Commentary on Offering and Strategic Vision
Michael McFadden, Chief Executive Officer of Alpha Cognition, commented, “The strong support we received from both existing and new healthcare investors highlights the market’s confidence in our vision and growth trajectory. This oversubscribed offering provides us with the resources to accelerate the commercialization of ZUNVEYL®, allowing us to leverage early commercial learnings and lay the groundwork for key initiatives that will generate long-term shareholder value. We are committed to advancing therapies that make a meaningful difference in the lives of patients with neurodegenerative diseases, and these funds will significantly bolster our ability to execute that mission.”
The Company has also granted the underwriter a 30-day option to purchase up to an additional 840,000 common shares to cover over-allotments, if any, at the public offering price per share, less underwriting discounts and commissions. This option provides flexibility to meet additional investor demand and manage potential market oversubscription efficiently.
Underwriting and Transaction Details
Titan Partners Group, a division of American Capital Partners, is acting as the sole bookrunner for the offering. The offering is expected to close on or about October 2, 2025, subject to customary closing conditions, including the completion of regulatory requirements and final documentation.
The offering is being conducted pursuant to a shelf registration statement on Form S-3 (File No. 333-289792) filed with the U.S. Securities and Exchange Commission (“SEC”) on August 22, 2025, and declared effective by the SEC on August 29, 2025. A preliminary prospectus supplement and accompanying prospectus related to the offering have been filed with the SEC and are publicly available at www.sec.gov. A final prospectus supplement and accompanying prospectus will be filed prior to the completion of the offering. Copies of these documents, when available, may also be obtained by contacting Titan Partners Group LLC, 4 World Trade Center, 29th Floor, New York, NY 10007, by phone at (929) 833-1246, or via email at prospectus@titanpartnersgrp.com.
Important Regulatory Notice
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. Any offer, if made, will be made only by means of a prospectus supplement and accompanying prospectus forming part of the effective registration statement. The securities described in this press release may not be sold in any jurisdiction where the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Alpha Cognition Inc.
Alpha Cognition Inc. is a commercial-stage biopharmaceutical company focused on the development and commercialization of therapies for neurodegenerative diseases, including Alzheimer’s disease. The Company’s mission is to improve patient outcomes through innovative therapies, backed by robust clinical evidence, strong scientific research, and a commitment to sustainable, long-term commercial growth. ZUNVEYL® (Benzgalantamine), the Company’s lead product, represents a significant advancement in the treatment of Alzheimer’s disease and is central to the Company’s strategic commercial initiatives.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. These statements involve substantial risks and uncertainties, including, but not limited to, the satisfaction of customary closing conditions for the offering, the timing and completion of the offering, and the Company’s ability to successfully execute its commercialization and growth strategies. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially include risks related to the commercialization of ZUNVEYL®, market acceptance of the Company’s products, competition, regulatory developments, and other risks detailed in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements contained in this press release, except as required by law.
Alpha Cognition Inc. is a commercial stage, biopharmaceutical company dedicated to developing treatments for patients suffering from neurodegenerative diseases, such as Alzheimer’s Disease and Cognitive Impairment with mild Traumatic Brain Injury (“mTBI”), for which there are currently no approved treatment options.
ZUNVEYL is a patented drug approved as a new generation acetylcholinesterase inhibitor for the treatment of Alzheimer’s disease, with expected minimal gastrointestinal side effects. ZUNVEYL’s active metabolite is differentiated from donepezil and rivastigmine in that it binds neuronal nicotinic receptors, most notably the alpha-7 subtype, which is known to have a positive effect on cognition. ALPHA-1062 is also being developed in combination with memantine to treat moderate to severe Alzheimer’s dementia, and as an intranasal formulation for Cognitive Impairment with mTBI.
