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                           May 8, 2024

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

                                                        Re: Alpha Cognition
Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted April 23,
2024
                                                            CIK No. 0001655923
                                                            Registration
Statement on Form S-1 filed April 30, 2024
                                                            File No. 333-278997

       Dear Michael McFadden:

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

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our April 17, 2024
letter.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Our Business, page 1

   1.                                                   We note your response
to prior comment 1, which we reissue.
                                                            Please revise your
narrative disclosure here and elsewhere as appropriate to expressly
                                                           state, if true, that
the following programs are in the preclinical development phase:
                                                           (1) the sublingual
formulation of ALPHA-1062 for the treatment of mild-to-moderate
                                                           AD and (2)
ALPHA-1062IN for mTBI. For example only, revise your statements that
                                                           a certain product
candidate is "in the early development stages" (page 5) or "is in
                                                           development" (pages
1, 76 and 101) to provide greater specificity.
                                                            Remove or revise
the following statement on page 1 to reflect the current status of
                                                           any out-licensing
plan: "ALPHA-1062...has been out-licensed to study an intranasal
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition Inc.
Comapany
May  8, 2024NameAlpha Cognition Inc.
May 8,
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FirstName LastName
              formulation for cognitive impairment with mTBI," or otherwise
advise. In this regard,
              it appears from your other disclosures that the out-license of
ALPHA-1062IN
              technology has not yet occurred.
2.       Refer to the first sentence of the third paragraph in this section. If
accurate, please revise
         to clarify that ALPHA-0602, ALPHA-0702 and ALPHA-0802 are not the
Company's only
         preclinical stage assets. In this regard, we note that the development
of certain
         formulations of ALPHA-1062 are also currently in the preclinical
development phase.
3.       We note your response to prior comment 2, which we reissue.
Notwithstanding the
         Company's plans to seek to out-license ALPHA-0602, please revise here
and throughout
         where appropriate to briefly describe the eligibility criteria and
significance of having
         obtained Orphan Drug Designation for ALPHA-0602 for the treatment of
ALS from the
         FDA.
4.       Please revise your disclosure to describe briefly what you mean by
pivotal    clinical trials
         the first time you use the term.
Our Products and Approaches to Treatment, page 3

5.       With respect to your revised pipeline table on page 3:
             We reissue prior comment 6 with respect to the final bullet. 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 to the table.
             Revise to provide context for the reference to Alpha Seven in the
column captioned
             "Entity Responsible" in a footnote to the table.
             It appears the previous heading which clarified that the top three
rows reflect the
             development status of ALPHA-1062 programs has been deleted from
the table.
             Please restore such heading.
6.       We note your response to prior comment 7. In the narrative discussion
following the
         pipeline table, you now state in various places that further
development of various product
         candidates will be "contingent upon additional resources" that the
Company or Alpha
         Seven Therapeutics do not currently have, respectively. Please revise
further to specify
         the material resources that must be obtained by either company in
order to advance
         development, and describe any plans to procure such resources, to the
extent such plans
         have been developed.
7.       We note your response to prior comment 8. Please further revise page 4
to remove any
         implications that your product candidates will be approved, will be
approved quickly,
         or are more likely to receive FDA approval. In this regard, please:
             clarify that use of the 505(b)(2) pathway does not guarantee an
accelerated review by
              the FDA.
             clarify that FDA approval is not guaranteed notwithstanding the
Company's attempts
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition Inc.
Comapany
May  8, 2024NameAlpha Cognition Inc.
May 8,
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              to conduct its pivotal studies "in direct alignment with the FDA
feedback, as well as
              the FDA guidance document for 505(b)(2) approvals."
8.       We note your response to prior comment 9, which we reissue. Please
specifically revise
         the Summary in an appropriate place to disclose the geographic
locations of completed
         clinical trials to date as you have on page 29. Alternatively, you may
revise the summary
         risk factor on page 11 to clarify, if true, that all completed
clinical trials of your product
         candidates to date have been conducted outside the United States.
Traumatic Brain Injury (TBI) Market, page 3

9.       We refer to your disclosure that you commissioned a market research
report by Decision
         Resources Group/Clarivate.
             Please revise to clarify the date of this market research report.
             With respect to the statements in your prospectus that are based
on this report, please
             revise to clarify whether such statements are statements of the
third party or
             statements of the Company.
             If your disclosure attributes a statement to the third party, or
if you commissioned any
             other market or industry data cited in the prospectus including
but not limited to
             research conducted by Infinity Group, please revise your filing to
identify such third
             party and file a consent from such third party. Please see
Securities Act Rule 436 and
             Question 233.02 of the Securities Act Rules Compliance and
Disclosure
             Interpretations.
Traumatic Brain Injury: ALPHA-1062 Intranasal Formulation, page 5

10.      We note your response to prior comment 11, which we reissue. The basis
for the
         Company's expectation that Alpha Seven will complete the additional
pre-clinical toxicity
         and manufacturing work for ALPHA-1062IN by the end of 2024 remains
unclear,
         particularly in light of your disclosure that "further development
work for ALPHA-
         1062IN will require additional resources which Alpha Seven
Therapeutics does not
         currently have."
Recent Developments, page 9

11.      We note your response to prior comment 14, which we reissue. In this
regard, we note that
         the reference to the Issuer   s Form 2A Listing Statement still
appears at the bottom of page
         9.
Research and development of pharmaceuticals is lengthy and inherently risky.,
page 31

12.      Please revise the first sentence of this risk factor to clarify, if
true, that other than the oral
         tablet formulation of ALPHA-1062 for AD, all of your other programs,
including those
         related to other formulations of ALPHA-1062, are in pre-clinical
development.

The regulatory approval processes of the FDA and other comparable foreign
regulatory
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition Inc.
Comapany
May  8, 2024NameAlpha Cognition Inc.
May 8,
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FirstName LastName
authorities are lengthy..., page 51

13.      We note your response to prior comment 18, which we reissue with
respect to the first
         bullet. Your statement on page 52 that you have not submitted for
regulatory approval for
         any product candidate is inconsistent with your disclosure elsewhere
throughout that you
         have filed an NDA for ALPHA-1062 in AD. Please revise or advise.
14.      The basis for your statement that you "have managed the regulatory
approval process with
         the FDA or any other regulatory authority only a limited number of
times" is unclear. In
         this regard, we note your disclosure on page 18 that to date, you have
not yet
         demonstrated your ability to obtain regulatory approvals, among other
things. Please
         revise or advise.
Our officers also serving as officers of Alpha Seven may give rise to a
conflict of interest..., page
59

15.      Your disclosure that the Company owns approximately 47.5 of the issued
and outstanding
         shares of common stock of Alpha Seven is inconsistent with disclosure
on page 1 that the
         Company retains 85.4% ownership of Alpha Seven. Please reconcile or
otherwise advise.
ALPHA-1062 Clinical Development, page 80

16.      We note your response to prior comment 19, which we reissue with
respect to the first
         bullet. You state on page 80 that the Company completed two studies of
ALPHA-1062 in
         Q2 2022 and a third in Q3 2022. However, it appears that you have only
disclosed the
         results of one study completed in Q2 2022. Please revise or advise.
17.      We note your response to prior comment 22, which we reissue in part.
With respect to
         each completed clinical trial discussed in this section, please revise
to disclose the trial
         date(s) and trial location(s).
18.      We note your response to prior comment 23, which we reissue in full.
In this regard, we
         reiterate that determinations as to safety, efficacy, and/or the
sufficiency of any data the
         Company submitted to the FDA are solely within the authority of the
FDA. As such,
         please revise the following disclosure that implies or states a
conclusion as to these
         matters:
             Revise the references to "positive pivotal study results" on page
80, and to "positive
              results" and "positive pivotal data" on page 81.
             Remove the columns from the tables on page 80 captioned
"Sufficient Date for NDA
              Filing."
             Below the tables on page 80, revise bulleted statements that "data
confirmed"
              ALPHA-1062 was bioequivalent to galantamine hydrobromide, and
              provide    necessary data for NDA filing (scientific bridge)."
             Similarly, remove or revise statements that data "confirmed" or
"established"
              bioequivalence of ALPHA-1062 and galantamine hydrobromide (pages
80-81). In
              this regard, we note you may present objective clinical trial
data resulting from trials
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition Inc.
Comapany
May  8, 2024NameAlpha Cognition Inc.
May 8,
Page 5 2024 Page 5
FirstName LastName
              without stating your conclusions as to bioequivalence.
                Remove or revise statements that data from a BABE study
"strength the NDA
              application for ALPHA-1062..." (page 81) and "strengthen the NDA
data set..." (page
              82).
BABE Study vs. Extended Release, page 81

19.      We note your response to prior comment 24.
             We reissue the first bullet of the prior comment in part. Please
revise to disclose the
            feedback the Company received regarding the ALPHA-1062 RESOLVE
trial.
             We also reissue the second bullet of the prior comment in part.
Please further revise
            page 82 to highlight that although a PDUFA date has been provided,
there is no
            guarantee that the Company 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.
20.      You state that following the Q2 2022 meeting with FDA regarding the
ALPHA-1062
         program for mild-to-moderate AD, the "Company has since demonstrated
required
         stability endpoints for twelve months of long-term stability data in
the three to-be-
         marketed strengths of ALPHA-1062."
             Please revise this conclusory statement to avoid any suggestion
that your data has
              demonstrated or is likely to demonstrate stability to the
satisfaction of the FDA.
              You may disclose the stability endpoints and present objective
stability data without
              concluding that your data has met FDA requirements.
             Additionally, revise to qualify the phrase "to-be-marketed," as
ALPHA-1062 has not
              yet been approved.
21.      We note your response to prior comment 25. Please disclose the
information contained in
         your response letter in your prospectus. Specifically, please:
             Revise your disclosure beginning on page 80 in an appropriate
place to disclose that
             the completed BABE studies were conducted on study participants
from the general
             population rather than an Alzheimer's population.
             Disclose the reason(s) why the Company determined the RESOLVE
trial, which you
             state was designed in part to measure adverse events in an
Alzheimer   s population,
             would not be implemented. Disclose whether, and if so how, the
decision to forego
             completing the RESOLVE trial may impact the NDA filed with the
FDA.
             Make conforming revisions to the risk factor disclosure on page 18
as appropriate.

ALPHA-1062 Patent Portfolio, page 86

22.      Although your response letter advises that page 86 was revised to
address prior comment
         30, we are unable to locate responsive revisions. We resissue prior
comment 30 in full.
 Michael McFadden
FirstName  LastNameMichael McFadden
Alpha Cognition Inc.
Comapany
May  8, 2024NameAlpha Cognition Inc.
May 8,
Page 6 2024 Page 6
FirstName LastName
ALPHA-1062 Regulatory Matters, page 90

23.      We note your revisions in response to prior comment 33. You have added
a cross-
         reference to disclosure on page 33 as it relates to potential
partnership agreements in non-
         US territories. We are unable to locate the disclosure to which you
refer on page
         33. Please revise or advise.
Financing Activities, page 107

24.      We note your response to prior comment 36, which we reissue with
respect to the first
         bullet. Please define acronym "NLS" at first use in the prospectus.
Alpha 1062 Technology, page 109

25.      We note your response to prior comment 37. You state on page 110 that
the Memogain
         Technology License Agreement will terminate upon the later of twenty
years from the
         Commencement Date (March 15, 2035) or the expiration of the last
patent
         obtained. Please revise to clarify when this patent is expected to
expire.
Experts, page 163

26.      Please update this section to reflect the financial statements that
are included in the
         registration statement.
Financial Statements
Note 2: Significant Accounting Policies
Grant Accounting, page F-12

27.      Please explain to us why $69,416 from the federal wage tax credits
refund relating to
         subcontractor costs is included in grant income. If this amount is not
specifically related to
         the grant, please revise to remove this amount from grant income. If
this expense is related
         to the grant, specifically disclose this fact or explain why the
amount is appropriately
         classified as grant income.
Form S-1 filed April 30, 2024

Exhibit Index, page II-8

28.      Please have your auditors revise their auditor consent filed as
Exhibit 23.1 to correctly
         state the audit report date.
General

29.      Please revise your exhibit index to include the filing fee table.
Refer to Item 601 of
         Regulation S-K.
30.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
 Michael McFadden
Alpha Cognition Inc.
May 8, 2024
Page 7
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
       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
May 8, 2024 Page 7
cc:       Jason Brenkert
FirstName LastName