VANCOUVER, British Columbia / Aug 31, 2023 / Business Wire / Alpha Cognition Inc. (CSE: ACOG, OTCQB: ACOGF) (“Alpha Cognition”, or the “Company”) announces the closing of its previously announced private placement of units of the Company for gross proceeds of US$1,345,093 before deducting the placement agent’s fees and other offering expenses payable by the Company. Pursuant to the closing, the Company issued a total of 6,114,058 units at a price of US$0.22 per unit. Each unit consists of a common share and a half warrant, with each whole warrant entitling the holder to purchase an additional common share at a price of $0.31 for a period of three years. All dollar amounts are in US dollars.

The Company also announces that it will be continuing a best efforts private placement offering of units (the “New Units”) at a price of US$0.22 per unit for aggregate gross proceeds of up to US$5.2 million (the “Continued Offering”). Each New Unit will consist of one common share and one half of one warrant, with each whole warrant entitling the holder to purchase an additional common share at a price of US$0.31 for a period of three years from the issuance date.

The Company expects to use the net proceeds from the private placement for research and development, general and administrative matters, and working capital. The Company may complete additional closings pursuant to the private placement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.