United States securities and exchange commission logo





                              April 17, 2024

       Michael McFadden
       Chief Executive Officer
       Alpha Cognition Inc.
       1200 - 750 West Pender Street
       Vancouver, BC, V6C 2T8

                                                        Re: Alpha Cognition
Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted March 21,
2024
                                                            CIK No. 0001655923

       Dear Michael McFadden:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Amendment No.1 to Draft Registration Statement on Form S-1

       Prospectus Summary
       Our Business, page 1

   1.                                                   Please revise the last
sentence of the second paragraph of this section, pages 4-5, and
                                                        elsewhere throughout as
appropriate, to clarify that the following programs are only in the
                                                        preclinical development
phase: (1) the sublingual formulation of ALPHA-1062 for the
                                                        treatment of
mild-to-moderate AD, (2) ALPHA-1062 in combination with memantine for
                                                        the treatment of
moderate-to-severe AD, and (3) ALPHA-1062IN for mTBI. Also, revise
                                                        statements such as the
following on pages 1 and 28 to reflect the current status of any out-
                                                        licensing plan:
"ALPHA-1062...has been out-licensed to study an intranasal formulation
                                                        for cognitive
impairment with mTBI."
   2.                                                   Please revise to
briefly describe the significance of having obtained Orphan Drug
                                                        Designation for
ALPHA-0602 for the treatment of ALS.
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 217, 2024 Page 2
Page
FirstName LastName
3.       Throughout the registration statement, we note numerous unqualified
and/or conclusory
         statements regarding your business and your future development and
commercialization
         plans, including statements that inappropriately assume the occurrence
of certain material
         events or outcomes, or imply that your product candidates will
ultimately be successful.
         Please review and revise statements throughout such as the following,
which are listed by
         way of example only and not limitation:
             "As a result of FDA feedback and following the out-licensing to
Alpha Seven and its
              needed capital raise, Alpha Seven will be in a position to
complete additional
              manufacturing and toxicity work which will allow Alpha Seven to
initiate a Phase 2
              clinical study." (page 1)
             "ALPHA-1062 sublingual formulation...is in early development
phases and will be
              advanced after commercialization of ALPHA-1062." (page 4)
             "Once the Company completes the clinical trials and receive
approval for ALPHA-
              1062 for mild-to-moderate Alzheimer   s Disease, we plan to
continue progression in
              clinical trials with ALPHA-1062 + memantine. The Company plans to
initiate the
              streamlined 505(b)2 regulatory path for approval." (pages 4 and
similar on page 85)
             "During the second half of 2023 the Company started, in parallel
with the Company   s
              regulatory activities, taking steps to develop a
commercialization team to ensure a
              successful launch in the U.S." (page 81)
             "Success will be further enabled by securing product coverage with
U.S. payors.
              Market." (page 81)
             "As the Company progresses closer to commercialization, after the
approval of
              ALPHA-1062 for mild-to-moderate Alzheimer   s Disease, the payer
team will glean
              additional insights from their customer to ensure price and
coverage acceptance by
              the payer community." (page 85)
             "For caregivers, we will deploy a targeted multi-channel market
campaign aimed at
              creating awareness and motivating requests for ALPHA-1062 +
memantine from
              their physician."
             "The Company believes that ALPHA-0602 will have seven year
marketing
              exclusivity due to ALPHA-0602 Orphan Drug Designation in the
U.S." (page 88)
             "[T]he Company is satisfied that the CROs and sites meet the
international and FDA
              standards required for successful conduct of the Pilot Pivotal
Studies required for
              NDA approval." (page 89)
TBI Out-License, page 1

4.       With respect to this subsection in the Summary, please address the
following:
             If true, revise the caption of this discussion to highlight that
the out-license ALPHA-
             1062IN has not yet occurred.
             While we acknowledge your disclosure on page 2 that the
establishment and funding
             of Alpha Seven is at the proposal stage only, please revise your
discussion to qualify
             conclusory "will" statements and other statements drafted in the
present tense so as to
             clarify that the Company's plans with respect to Alpha Seven
Therapeutics Inc.
             ("Alpha Seven") are currently aspirational.
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 317, 2024 Page 3
Page
FirstName LastName
                Disclose when and where Alpha Seven was incorporated.
                Disclose the identity of the agent that has agreed to conduct a
capital raise for Alpha
              Seven in exchange for an initial 37.5% ownership interest in
Alpha Seven.
                Clarify how much time that Mr. McFadden and Ms. D   Angelo will
devote to your
              business and how their participation with Alpha Seven could
create a conflict of
              interest.
Alzheimer's Disease Moderate-to-Severe Stage Market, page 2

5.       Please provide the basis for the following statement, or otherwise
revise: "Most providers
         and caregivers believe the approved generic medications provide
limited efficacy, and the
         currently available branded combination medication doesn   t deliver
any differentiating
         features."
Our Products and Approaches to Treatment, page 3

6.       The pipeline table at the top of page 3 should graphically demonstrate
the current status of
         your material product candidates, as well as indicate the material
stages you will need to
         complete before marketing your products. The table should be a
reflection of the narrative
         disclosure in the prospectus and should not be used to prematurely
project successful
         completion of the stages required prior to regulatory approval and
commercialization or to
         emphasize currently immaterial assets. A narrative discussion is more
appropriate with
         respect to aspirational plans for your product candidates, such as
intended preclinical or
         clincial studies, potential partnerships, or regulatory submissions.
As such, we have the
         following comments:
             Please remove the dashed line progress bar extending through the
end of Phase 1 for
              ALPHA-1062IN. In this regard, we note your disclosure on page 4
that you have
              completed a pre-clinical study of ALPHA-1062IN in mTBI, and have
received FDA
              feedback that "further toxicity and manufacturing work will be
needed to file IND
              and enter into a Phase 2 trial."
             If true, please tell us why you believe the ALPHA-1062 sublingual
formulation is
              currently sufficiently material to your operations to warrant
inclusion in the pipeline
              table. In this regard, we note that you state on page 4 that the
sublingual formulation
              "will be developed as an alternative formulation" to the oral
tablet; however, your
              narrative disclosure appears to include no substantive discussion
of the status of any
              preclinical studies involving the sublingual formulation or the
Company's
              development plans with respect thereto. Further, your Business
discussion appears to
              contain no mention of the sublingual formulation.
             Tell us why you believe it is appropriate to include each of
ALPHA-0602, -0702 and
              -0802 in the pipeline table. In this regard, we note your
disclosure on page 5 that you
              have "paused further development of ALPHA-0602 and the granulin
program and
              will seek to out-license the assets." Further, with respect to
ALPHA-0602, -0702 and
              -0802, you appear to have included no substantive Business
discussion regarding the
              development status of these assets. It is also unclear from your
disclosure on page
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 417, 2024 Page 4
Page
FirstName LastName
              109 whether the Company has license agreements covering the right
to
              develop ALPHA-0702 and -0802. Please also revise page 109 as
appropriate to
              clarify, or advise.
                We note your filing contains no substantive discussion
regarding your pursuit of
              spinal muscular atrophy (SMA) as an indication for the
"Progranulin franchise." As
              such, it is unclear that such pursuit is currently sufficiently
material to your
              operations to warrant reference thereto in the pipeline table.
Please remove from the
              table or advise.
                If the pursuit of any of indication may be delayed or is
contingent upon obtaining
              additional resources (e.g., the out-licensing of ALPHA-1062IN for
mTBI to, and
              funding of, Alpha Seven, or marketing ALPHA-1062 as a treatment
for mild-to-
              moderate AD), please clearly disclose this in a footnote or in
the narrative discussion
              surrounding the pipeline table.
7.       In the narrative disclosure following the pipeline table and in
Business, please revise your
         discussion of each product candidate in preclinical development to
describe the status of
         your preclinical development efforts to date. To the extent you have
yet to conduct
         certain preclinical trials or IND-enabling studies required as a
prerequisite to preparing an
         IND for submission, please revise your disclosure to clarify. Describe
all material steps
         you will need to complete before the Company can file and IND with the
FDA in order to
         advance the candidate into clinical trials.
8.       Under the heading    Alzheimer   s Disease Mild-to-Moderate Stage,"
please briefly explain
         what the Section 505(b)(2) regulatory approval pathway entails. Also,
explain what a
         "bioavailability and bioequivalence pivotal study" is and how it
differs from traditional
         efficacy trials. Explain the Company's strategy to use such a pivotal
study to seek
         regulatory approval, and explain the basis for your belief, if any,
that the FDA has agreed
         or will agree that the pivotal studies may be sufficient for the
approval of the
         commercialization of the ALPHA-1062 oral table for treatment of
Mild-to-Moderate
         Alzheimer's Disease. Where appropriate throughout the Summary,
disclose whether or
         not you discussed your pivotal study results with the FDA prior to
submitting the NDA,
         and if so, describe the outcome of such discussions.
9.       Please revise your Summary to disclose where your clinical trials have
been conducted to
         date. In this regard, we note your disclosure on page 28 that you
initially conducted a
         clinical trial of ALPHA-1062 in India, and conducted Phase 1 single
and multiple
         ascending dose studies of ALPHA-1062 in healthy volunteers in the
Netherlands. Also
         revise to highlight that clinical data generated outside the U.S. may
not be accepted by the
         FDA.
Traumatic Brain Injury (TBI) Market, page 3

10.      You disclose that more than 5.3 million children and adults in the
United States are living
         with a permanent brain injury-related disability. Please revise to:
             Clarify whether ALPHA-1062IN is being developed for both adult and
pediatric
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 517, 2024 Page 5
Page
FirstName LastName
              subpopulations of TBI patients.
                Clarify whether the $17B U.S. market size pertaining to
cognitive impairment
              management includes both children and adults. To the extent you
plan to develop
              ALPHA-1062 for a specific subset of the TBI patient population,
revise to clarify the
              estimated patient population(s) and addressable market size you
are targeting
              accordingly.
                Revise your disclosure as appropriate to provide the sources
upon which you are
              basing your estimates, as well as any material assumptions and
limitations associated
              with your estimates. In this regard, we note the statement "see
source in comments"
              on page 3. It is unclear what disclosure this notation refers to.
Traumatic Brain Injury: ALPHA-1062 Intranasal Formulation, page 4

11.      Please revise this section to explain the basis for the Company's
expectation that Alpha
         Seven "will initiate the additional toxicity and manufacturing work
which is anticipated to
         be completed by the end of 2024." In this regard, we note your
disclosure elsewhere
         that the planned out-licensing of ALPHA-1062IN to Alpha Seven has not
yet occurred.
         Further, we note that as of September 30, 2023, the Company has
advanced Alpha Seven
         $55,000 pursuant to a loan agreement, but the "needed capital raise"
for Alpha Seven to
         develop ALPHA-1062IN has also not yet occurred. Revise to disclose all
material steps
         you will need to complete before "Alpha Seven would then be in the
position to file an
         IND for ALPHA-1062IN."
Amyotrophic Lateral Sclerosis (ALS) or Lou Gehrig's disease: ALPHA-0602
(Progranulin and
Granulin Epithelin Modules), page 5

12.      Here and in your Business discussion, please revise to clarify the
reason(s) why the
         Company has "paused further development of ALPHA-0602 and the granulin
program
         and will seek to out-license the assets." Also, please clarify here
and elsewhere as
         appropriate whether the development of ALPHA-0702 and -0802, which are
Granulin
         Epithelin Motifs, (   GEMs   ), is similarly paused, and whether you
will seek to out-license
         these assets.
Our Strategy, page 5

13.      Here, and elsewhere as appropriate, explain the meaning of being
granted a PDUFA goal
         date of July 27, 2024, and the potential outcomes that may result from
the FDA's review
         of ALPHA-1062 in mild-to-moderate Alzheimer's disease. Balance your
disclosure by
         stating, if true, that notwithstanding the goal date, the FDA could
conduct a longer than
         expected regulatory review process, resulting in increased expected
development costs or
         the delay or prevention of commercialization of ALPHA-1062. Also
disclose that even if
         ALPHA-1062 is ultimately approved, it may not achieve commercial
success. Explain, if
         true, that you do not expect ALPHA-1062 to be commercially available
immediately
         following approval. Disclose, as you do elsewhere throughout, that the
Company will
         need to raise substantial additional capital in order to fund its
operations and
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 617, 2024 Page 6
Page
FirstName LastName
         commercialization plans for ALPHA-1062, if approved.
Recent Developments, page 8

14.      Please revise page 8 to remove the reference to the Issuer's Form 2A
Listing Statement,
         which appears to be a form utilized by the Canadian Securities
Exchange.
Summary Risk Factors
Risks Related to Our Common Shares and this Offering, page 10

15.      This registration statement relates to the resale of common shares by
the selling
         stockholders listed starting on page 144. However, this section and
the similar Risk
         Factors section beginning on page 60 include references to, and risk
factors attendant to, a
         primary offering. Please review and revise these sections and
elsewhere as appropriate to
         ensure they contain disclosure applicable to a secondary offering
only. By way of example
         only, please refer to the following statements:
             "Even if this Offering is successful, we will need substantial
additional capital..."
             (page 10)
             "We have broad discretion to determine how to use the funds raised
in this
             offering..." (page 12)
             "Purchasers in this offering will experience immediate and
substantial dilution in the
             book value of their investment." (Page 13)
             Note also statements throughout referring to the "consummation" or
"closing of this
             offering."
We will need substantial additional capital to meet our financial obligations
and to pursue our
business objectives., page 17

16.      Please refer to the following statement on page 18: "Prior to and or
following the NDA
         approval for ALPHA-1062 in AD, if obtained, we expect to proceed with
our full
         commercial launch of the product, where we would expect to raise
substantial additional
         capital to continue our commercialization efforts and bring the
product to market in the
         US." Please remove or revise to clarify that regulatory approval by
the FDA of a NDA is
         required before the Company may proceed to launch a product in the
U.S.
Risk Factors
Risks Related to Our Intellectual Property, page 39

17.      Based on your patent disclosures beginning on page 85, it appears that
certain U.S. patents
         directed to ALPHA-1062 and ALPHA-0602 will expire in 2026, pending any
extensions.
         As appropriate, please provide additional risk factor disclosure
explaining the material
         impact, if any, of these patent expirations on your business. In this
regard, we note
         your risk factor disclosure on page 39 that your success depends in
large part on your
         ability to obtain and maintain patent protection in the United States
and other countries
         with respect to your technology and product candidates.
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 717, 2024 Page 7
Page
FirstName LastName
The regulatory approval processes of the FDA and other comparable foreign
regulatory
authorities are lengthy..., page 51

18.      As appropriate, please review and revise the following statements that
appear inconsistent
         with other disclosure throughout, or otherwise advise:
             "We have not submitted for, or obtained, regulatory approval for
any product
             candidate..."
             "We have not conducted, managed or completed large-scale or
pivotal clinical
             trials..."
Business
ALPHA-1062 Clinical Development, page 79

19.      To the extent you have completed any clinical trials of your product
candidates, your
         Business discussion should describe your results. Please address the
following with
         respect to completed clinical trials of APLPHA-1062:
             You state on page 79 that the Company completed two studies of
ALPHA-1062 in
             Q2 2022 and a third in Q3 2022. However, it is not clear from the
subsequent
             disclosure whether you have provided the results of both studies
completed in Q2
             2022. Please revise or advise.
             You state on page 80 that during Q2 2022, the Company met with FDA
regarding the
             ALPHA-1062 program for mild-to-moderate Alzheimer   s disease, and
received
             feedback regarding "the ALPHA-1062 RESOLVE trial, labeling, and
             manufacturing." Please revise to clarify the reference to the
RESOLVE trial. To the
             extent you have not already done so, disclose the results of such
trial.
20.      Please revise to define acronyms at first use. By way of example only,
we note your use
         of the following acronyms on page 79 without explanation:
             BABE study
             IR and ER
             AUC and Cmax
21.      With respect to the trials discussed following the caption "Pivotal
Trial" beginning on
         page 79:
             Please clarify in your narrative disclosure and the tables on page
79 what formulation
             of ALPHA-1062 was trialed in the studies the Company conducted in
Q2 and Q3
             2022.
             It is unclear as to what disclosure footnotes 1 and 2 to the
tabular presentation on
             page 79 relates. Please revise as appropriate.
22.      With respect to each completed clinical trial discussed or to be
discussed in this section,
         please revise to disclose the following information for each trial:
             Clinical trial phase;
             Trial sponsor;
             Trial date(s) and location(s);
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 817, 2024 Page 8
Page
FirstName LastName
                Specific endpoints established by each trial protocol; and
                Serious adverse events. In this regard, we note that you do not
disclose whether any
              adverse events were reported with respect to the bioequivalence
study discussed
              under the heading "BABE Study vs. Extended Release" on page 80.
23.      Please revise your clinical trials discussion to focus on an objective
description of the trial
         results. Remove or revise conclusory statements regarding your trials
or your product
         candidates' performance to avoid any suggestion that a candidate has
demonstrated or
         is likely to demonstrate safety or efficacy. Findings of safety and
efficacy are solely
         within the authority of the FDA and comparable regulatory bodies. You
may present
         clinical trial end points and objective data resulting from trials
without concluding benefit
         or efficacy. By way of example only and not limitation, please see the
following:
             Statements on page 79 and 80 that the company "successfully
completed" clinical
               studies in 2022 and obtained "positive" results from such
studies.
             Columns in the tables on page 79 captioned "Sufficient Data for
NDA Filing"
             Bulleted statements below such tables that the studies summarized
provide "data
               confirming" ALPHA-1062's bioequivalence to galantamine
hydrobromide, and
               provide "necessary data for NDA filing (scientific bridge)" and
"allows NDA filing
               based on 505(b)(2) requirements."
             Statements on page 80 that the bioequivalence of ALPHA-1062 "was
demonstrated,"
               "was established," or that "results confirmed" bioequivalence.
             Statements on page 80 that the clinical data "strengthen the NDA
application for
               ALPHA-1062" or "provid[e] a robust and enhanced data set for the
NDA filing."
BABE Study vs. Extended Release, page 80

24.      With respect to your disclosure regarding the Q2 2022 meeting with the
FDA regarding
         the ALPHA-1062 program for mild-to-moderate AD:
             Please revise to disclose the feedback the Company received
regarding the "the
             ALPHA-1062 RESOLVE trial, labeling, and manufacturing" at or after
the FDA
             meeting. Explain any material steps taken by the Company to
address the FDA's
             feedback subsequent to the 2022 meeting in preparation for filing
the NDA for
             ALPHA-1062 in this indication.
             You state on page 80: "The Company   s projected approval date for
ALPHA-1062 is
             Q3 2024." Please revise this statement to clarify that the Company
has only received
             a PDUFA goal date in Q3 2024. Clearly highlight that although an
NDA is pending
             FDA review and approval, there is no guarantee that you will not
have to complete
             additional trials or studies in order to seek regulatory approval
for ALPHA-1062, and
             that ultimately such approval may never be obtained.
25.      You state on page 80 that a secondary objective of the fed and fasted
BABE studies was to
         evaluate the safety and tolerability of single-dose administration of
ALPHA-1062 5mg
         tablet. You also disclose that single-dose administration of
ALPHA-1062 "was well
         tolerated with no adverse events reported." This disclosure is
seemingly inconsistent with
         your risk factor disclosure on page 17 stating: "To date, we have not
yet demonstrated our
 Michael McFadden
FirstName   LastNameMichael McFadden
Alpha Cognition   Inc.
Comapany
April       NameAlpha Cognition Inc.
       17, 2024
April 917, 2024 Page 9
Page
FirstName LastName
         ability to successfully complete an Alzheimer's Disease patient
tolerability study for
         ALPHA-1062." Please reconcile, or otherwise advise.
Commercialization Strategy, page 81

26.      We note your belief, stated on page 83, that "ALPHA-1062 is poised to
be a next-
         generation, best in class treatment option." Given the noted length
and uncertainty of the
         drug approval and commercialization processes, it is premature and
inappropriate to
         speculate or imply that ALPHA-1062 will ultimately be approved or
become best-in-class.
         Please remove references to "best-in-class" here and on page 81.
Competitive Conditions and ALPHA-1062 Positioning, page 81

27.      Please disclose the source of the market research that is the basis
for the statement that
         "88% of LTC prescribers are likely to prescribe ALPHA-1062, with a 29%
preference
         share."
28.      We refer to the table on page 84 captioned "ALPHA-1062: Offers
Potential Best-In-Class
         Profile Versus Approved AChEIs." This table appears to present a
comparison of "product
         attributes," including the "safety profile," of ALPHA-1062 versus
three FDA-approved
         AChEI medications. Please remove this comparison as it does not appear
to be based on a
         head-to-head study. Further, we note that because safety and efficacy
determinations are
         solely within the authority of the FDA and comparable regulatory
bodies, it is
         inappropriate to include any statements with respect to your
candidates' "safety profiles"
         that state or imply that your product candidates are safe or
effective, either on a standalone
         basis or in comparison to other approved treatments.
Alzheimer's Disease Moderate-To-Severe Stage Program, page 84

29.      You state on page 84 that your second AD program involving a
combination oral product
         for moderate-to-severe Alzheimer   s Disease is "in early clinical
trials." However, we note
         that your pipeline table on page 3 indicates that this program is
currently still in the
         preclinical development phase. Please reconcile your disclosures or
advise. Also:
             If you have completed any material preclinical studies of
ALPHA-1062 +
              memantine, please revise this section to briefly describe how the
studies were
              conducted, the number of animal models used, the number of tests
conducted, the
              range of results or effects observed in these tests and how such
results were
              measured.
             If ALPHA-1062 + memantine is currently being studied in human
clinical trials,
              please revise to indicate when you submitted and IND for this
candidate and
              indication to the FDA.
ALPHA-1062 Patent Portfolio, page 85

30.      Please remove or revise the following statement: "However, by
transmucosal oral/nasal
         delivery or delayed release via enteric formulations, effective
delivery of ALPHA-1062
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition  Inc.
Comapany
April      NameAlpha Cognition Inc.
      17, 2024
April 10
Page  17, 2024 Page 10
FirstName LastName
         can be achieved." In this regard, we note that safety and efficacy
determinations are solely
         within the authority of the FDA and comparable regulators.
ALPHA-0602 Patent Portfolio, page 88

31.      Please remove or revise the following statement: "Ongoing development
has found
         promising in vitro results for sub-combinations of progranulin
fragments and GEMs." We
         will not object to the disclosure of objective results from your
preclinical studies
         elsewhere in the Business section.
Employees and Human Capital Resources, page 88

32.      We note your disclosure on page 88 that the Company has "5
employees/contractors in
         total" is inconsistent with disclosure on page 57 indicating that as
of March 2024, you
         had "4 full-time and 2 part-time consultants." Please reconcile your
disclosures, breaking
         out the number of full-time employees versus any part time consultants
or contractors.
ALPHA-1062 Regulatory Matters, page 89

33.      In light of your disclosure on page 33 that FDA approval of a product
candidate in the
         U.S. does not ensure approval of such product candidate by regulatory
authorities in other
         countries or jurisdictions, please revise page 81 as well as this
section to provide
         appropriate context with respect to the Company's plans to seek
regulatory approval
         outside the U.S. and to enter markets in Asia, the EU and or LATAM
(Mexico, Central
         and South America). In this regard, we note your disclosure that
initial discussions have
         been held with distributors in several non-core territories. You also
state: "Following an
         FDA registration, the Company anticipates that it may be possible to
enter into license
         agreements in several of these non-core territories." Additionally,
please remove the
         following statement which does not appear to be relevant to this
registration statement:
         "As of the date of this Memorandum..."
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Components of our Results of Operations
Research and development, page 101

34.      On pages F-10 and F-37, you state that you expense all research and
development costs
         incurred in accordance with ASC 370, Research and Development. Please
revise to clarify
         the extent to which your policies comply with the guidance in ASC 730.
In this regard,
         ASC 730-10-55-2(i) states that legal work in connection with patent
applications or
         litigation, and the sale or licensing of patents is an example of
activities typically excluded
         from research and development. Here, you state that research and
development expenses
         consists of legal fees and patent costs to develop products. Please
tell us how your policy
         complies with the accounting guidance or revise.
Results of Operations
Research and development expenses, page 102
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition  Inc.
Comapany
April      NameAlpha Cognition Inc.
      17, 2024
April 11
Page  17, 2024 Page 11
FirstName LastName

35.      For each period presented, please provide a breakout of your research
and development
         expense that provides more transparency as to the type of research and
development
         expenses incurred (i.e. by nature or type of expense) which should
reconcile to total
         research and development expense on the Consolidated Statements of
Operations and
         Comprehensive Loss, similar to that provided in your discussion of
general and
         administrative expenses.
Financing Activites, page 107

36.      Please revise this section as follows:
             Define acronym "NLS" at first use.
             You state on page 108: "The Q2 2023 PP capital raising activities
are still active as of
             the date of this filing." This statement appears to be
inconsistent with other
             statements on page 108 and elsewhere throughout that the Company
completed its
             "fifth and final closing" of the Q2 2023 PP on January 19, 2024.
Please reconcile or
             advise.
Contractual Obligations and Other Commitments, page 110

37.      Please revise the discussion of your license agreements to disclose
all material payment
         terms, including quantification of any amounts the Company has paid
under such
         agreements to date, as well as term and termination provisions.
Management, page 116

38.      Revise the disclosure pertaining to your management and board of
directors beginning on
         page 116 to clearly indicate the business experience of each
individual for the past five
         years, as required by Item 401(e) of Regulation S-K. In this regard,
we note that you
         have not included applicable dates or ranges from which investors can
discern these
         individuals' principal occupations and employment during such time
period.
Director Independence, page 119

39.      We note your references to "listing on the Nasdaq" and Nasdaq rules
throughout this
         section, as well as sections captioned "Compensation Committee" and
"Audit Committee"
         on pages 122-123. Please revise to either remove these references or
make clear that the
         Company's shares are not listed on any Nasdaq market and, as such,
shareholders will not
         benefit from Nasdaq regulation or oversight.

Narrative Disclosure to Director Compensation Table, page 128

40.      We note from the director compensation table on page 127 that director
Ken Cawkell was
         paid $97,230 in cash for the year ended December 31, 2023. Please
revise to explain the
         reason(s) for such payment in light of your disclosure on page 128
that "directors are not
         currently paid any cash fees in relation to their service on the Board
or its committees."
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition  Inc.
Comapany
April      NameAlpha Cognition Inc.
      17, 2024
April 12
Page  17, 2024 Page 12
FirstName LastName
Principal Stockholders, page 129

41.      Please revise your disclosure to identify the natural person(s) who
have sole or shared
         voting or investment power for the securities beneficially owned by
Manchester
         Management Company LLC and Rotoura Partners L.P. For reference, please
refer to Item
         403 of Regulation S-K.
Certain United States Federal Income Tax Considerations, page 148

42.      Please revise the heading and introductory language in this section to
remove the word
         "certain," such as in the phrase "certain material U.S. federal income
tax considerations."
         Refer to Section III.C.1 of Staff Legal Bulletin 19, Legality and Tax
Opinions in
         Registered Offerings (Oct. 14, 2011).
PFIC Status of the Company, page 149

43.      Please clarify whether or not the Company is or has been a PFIC in
prior tax years, and
         whether it will likely be a PFIC in future tax years. In this regard,
we note your statement
         on page 150 that "[t]he Company does not believe that it was
classified as a PFIC during
         its most recently ended tax year, and will not likely be a PFIC in
future tax years."
         However, you also state on page 62: "United States shareholders should
be aware that we
         believe we were classified as a PFIC during our tax year ended
December 31, 2021, and
         based on current business plans and financial expectations, believe
that we may be a PFIC
         for the current and future taxable years." Please reconcile your
disclosures throughout, or
         advise.
Financial Statements
Note 10. Commitments and Contingencies
Alpha-1062 Technology and Alpha-602 Technology, page F-24

44.      Please tell us your basis for capitalizing the licenses for the
Alpha-1062 Technology and
         Alpha-602 Technology under your agreements with Neurodyn Life Sciences
Inc (NLS)
         and how you determined the amount to be capitalized.
Note 2. Significant Accounting Policies
Grant Accounting, page F-40

45.      You state that all funds relating to government grants are being
recorded under the gross
         method of accounting whereby any income received and associated
expenses incurred will
         be reported separately as grant income and expenses, respectively on
the statement of
         comprehensive loss. As such, we noted that there is not a separate
line item on the
         statement of comprehensive loss relating to grant expense. Please
revise accordingly. We
         also note that you have deferred income related to grant received.
Please revise your
         disclosure to fully describe how you account for grant income.
Note 3. Government Grant, page F-40
 Michael McFadden
Alpha Cognition Inc.
April 17, 2024
Page 13

46.   Please disclose why the cash received from your government grant is
restricted. In
      addition, revise your disclosure to more clearly describe the
arrangement(s) underlying the
      grant, including nature and parameters of the research, determination of
eligible costs,
      limits on reimbursement, etc. If the stated objective of the grant
agreement is to subsidize
      stipulated R&D activities, then state such.
       Please contact Sasha Parikh at 202-551-3627 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Hamill at 303-844-1008 or Chris Edwards at 202-551-6761 with any
other
questions.



                                                            Sincerely,
FirstName LastNameMichael McFadden
                                                            Division of
Corporation Finance
Comapany NameAlpha Cognition Inc.
                                                            Office of Life
Sciences
April 17, 2024 Page 13
cc:       Jason Brenkert
FirstName LastName