Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Senior Convertible Notes

On September 24, 2024, Alpha Cognition Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") with such buyers (each a "Buyer" and collectively the "Buyers") as listed in Schedule A to the SPA, to sell to the Buyers a series of senior convertible notes (the "Convertible Notes") and warrants to purchase common shares (the "Warrants") in a private placement (the "Private Placement"), for aggregate gross proceeds of approximately $4.545 million.

The Company will use the net proceeds from the sale of the Convertible Notes and Warrants for general corporate purposes and meet the ongoing payment requirements under the Company's promissory note with Neurodyn Life Sciences Inc., but not, as covenanted in the SPA, directly or indirectly, for (i) the satisfaction of any other indebtedness of the Company or any of its subsidiaries ("Subsidiaries"), (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.

SPA

The SPA contains customary representations and warranties of the Buyers and the Company regarding the purchase and offer and sale of the Convertible Notes and Warrants. Under the SPA, the Company makes certain covenants including, but not limited to: (i) timely filing of its reports with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "1934 Act"), (ii) provision of certain financial information to the Buyers, (iii) maintaining the listing of the Company's common shares on an eligible market, (iv) payment of certain fees of the Buyers, (v) disclosure of certain information publicly, (vi) restrictions on the issuance of other convertible notes or securities that would cause a breach of the Convertible Notes or Warrants, (vii) refraining, for a period of 30 days following the closing of the sale of the Convertible Notes and Warrants, to issue any securities of the Company, subject to certain limited exceptions, (viii) reserving 150% of the maximum number of common shares of the Company issuable upon conversion of the Convertible Notes and exercise of the Warrants, (ix) conducting the business of the Company to not violate applicable law, (x) while the Convertible Notes remain outstanding, not effecting or entering into any variable rate transactions (as defined in the SPA) (xi) not conducting dilutive issuances that would cause the Company to have insufficient available capital to satisfy its obligations under the Convertible Notes and Warrants, (xii) not engaging in fundamental transactions unless the applicable provisions in the Convertible Notes and Warrants are met, and (xiii) not undertaking any share combination, reverse share splits or similar transaction without the consent of the Required Holders (as defined below).

The SPA also grants the Buyers a participation right for a period of one year from the closing of the sale of the Convertible Notes and Warrants, pursuant to which the Buyers will have the right to participate in up to 25% of any subsequent offering of the Company based on such Buyer's pro rata portion of the aggregate original principal amount of the Convertible Notes purchased by such Buyer, plus, with respect to each Buyer that elects to purchase its full pro rata amount in such subsequent offering, any additional portion of the subsequent offering attributable to the other Buyers who subscribe for less than their initial pro rata amount.