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Alpha Cognition Inc. (NASDAQ:ACOG) announced Friday that it has entered into an At the Market Offering Agreement with H.C. Wainwright & Co., LLC to offer and sell common shares with an aggregate gross sales value of up to $75 million. The agreement allows Alpha Cognition to sell shares at its discretion through Wainwright, acting as sales agent, in transactions that may occur on the Nasdaq Capital Market or as otherwise agreed.
According to a statement in the company’s SEC filing, H.C. Wainwright & Co. will use commercially reasonable efforts to sell the shares based on Alpha Cognition’s instructions and will receive a commission of up to 3.0% of the gross sales price of the shares sold. Alpha Cognition is not obligated to sell any shares under the agreement and may suspend or terminate the offering at any time in accordance with the terms of the agreement.
Sales under the agreement may be conducted as “at the market offerings” as defined by Rule 415 under the Securities Act of 1933, which typically involve ordinary broker transactions at prevailing market prices. The At the Market Offering Agreement remains in effect until terminated by either party under the specified terms.
The agreement and related documents were filed as exhibits to Alpha Cognition’s shelf registration statement on Form S-3 with the Securities and Exchange Commission on August 22, 2025. The company also filed an opinion of counsel regarding the validity of the shares to be issued under the agreement.
This information is based on a press release statement contained in the company’s recent SEC filing.
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