Alpha Cognition Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 18:14

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MERTZ PHILLIP JOSEPH
2. Date of Event Requiring Statement (Month/Day/Year)
2024-11-12 		3. Issuer Name and Ticker or Trading Symbol
Alpha Cognition Inc. [ACOG]
(Last) (First) (Middle)
C/O ALPHA COGNITION INC. , 1200 - 750 WEST PENDER STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
VANCOUVER A1 V6C 2T8
6. Individual or Join/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MERTZ PHILLIP JOSEPH
C/O ALPHA COGNITION INC.
1200 - 750 WEST PENDER STREET
VANCOUVER, A1V6C 2T8



Signatures

/s/ Mertz Phillip Joseph 2024-11-12
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(2) Options are fully vested.
(3) Converted from Canadian exercise price of C$7.00 at C$1.3439=USD$1.00.
(4) 12.5% vested on June 8, 2023, and the remaining 87.5% vests in equal monthly installments until January 30, 2026.
(5) Converted from Canadian exercise price of C$5.50 at C$1.3358=USD$1.00.
(6) The Class B Preferred Series A Shares are convertible at any time, at the holder's election, on a one-for-one basis, and will convert automatically upon certain events as described in the Issuer's Form S-1 registration statement. The Class B Preferred Series A Shares do not expire.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.