Alpha Cognition Inc, a commercial‑stage biopharmaceutical enterprise committed to advancing therapies for neurodegenerative diseases, today announced the successful pricing of an oversubscribed underwritten public offering of its common shares.
Under the terms of the offering, the Company is issuing 5,600,000 common shares — or, in lieu thereof, pre‑funded warrants — at a public offering price of $6.25 per share. Before accounting for underwriting discounts, commissions, and offering expenses, the gross proceeds from the offering are expected to total approximately $35.0 million. All of the offered securities are being sold by Alpha Cognition itself.
Alpha Cognition intends to deploy the net proceeds from this financing to aggressively accelerate the commercial rollout of its Alzheimer’s disease therapy, ZUNVEYL® (Benzgalantamine). The strategic use of proceeds will include:
- Expanding the sales footprint — scaling up field sales teams and geographic reach
- Increasing marketing investments — building awareness, educational outreach, and physician engagement
- Enhancing payer coverage and reimbursement infrastructure — engaging payers and formulary bodies to secure broad access
- Supporting adoption during early commercialization — bridging the gap to sustainable revenue growth and reinforcing long-term commercial viability
By pursuing these initiatives, the Company aims to optimize early uptake of ZUNVEYL while laying the groundwork for continued expansion in the Alzheimer’s therapy market.
Michael McFadden, Chief Executive Officer of Alpha Cognition, commented:
We are proud to have received enthusiastic support from both our existing investor base and new healthcare‑focused investors. Their confidence validates our strategic direction and the promise of our pipeline. We expect this capital infusion to expedite the commercialization of ZUNVEYL, allowing us to act quickly on early commercial feedback and propel initiatives that will deliver long-term shareholder value.
As part of the underwriters’ agreement, the Company has also granted the underwriter a 30‑day option to purchase up to an additional 840,000 common shares at the same per‑share price (less underwriting discounts and commissions). This “greenshoe” option is designed to provide flexibility to cover any over-allotments.
Titan Partners Group, a division of American Capital Partners, is serving as the sole bookrunner for the offering.
The offering is expected to close on or about October 2, 2025, subject to customary closing conditions.
This public offering is being conducted pursuant to Alpha Cognition’s shelf registration statement filed on Form S-3 (File No. 333‑289792) with the U.S. Securities and Exchange Commission (SEC) on August 22, 2025, which was declared effective on August 29, 2025. A preliminary prospectus supplement and the accompanying base prospectus have been filed and are publicly available on the SEC’s website. The final prospectus supplement, when prepared, will also be filed with the SEC. Copies may be obtained (when available) by contacting Titan Partners Group, 4 World Trade Center, 29th Floor, New York, NY 10007
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein. Any such offers may only be made by means of a prospectus supplement and accompanying prospectus forming a part of an effective registration statement. The securities discussed herein may not be lawfully sold in states or jurisdictions where the offer would be unlawful before registration or qualification under relevant securities law requirements.
Key Highlights & Context
- Strong Market Demand
The offering was oversubscribed, indicating robust interest from institutional and retail investors. Oversubscription often reflects investor confidence in a company’s strategy, management, and product prospects. - Sufficient Capital for Commercial Push
Raising $35.0 million (before fees) provides a solid capital base. After discounts, commissions, and expenses, the net proceeds will enable Alpha Cognition to scale up its commercial efforts without immediately relying on further dilutive financing. - Strategic Use of Funds
The emphasis on payer engagement and reimbursement support is critical in the pharmaceutical industry, especially in neurodegenerative disease markets where access constraints can become a barrier. Effective reimbursement strategy often makes or breaks adoption. - Greenshoe Option Adds Flexibility
The underwriter’s option to purchase up to 840,000 additional shares provides flexibility to stabilize pricing in case of excess demand and helps manage volatility around the closing. - Experienced Underwriting & Execution
Titan Partners Group (American Capital Partners) was selected as sole bookrunner, illustrating the Company’s confidence in its underwriting partner’s capabilities. Efficient execution and closing are key in such capital markets transactions. - Regulatory Compliance & Disclosure
Because the offering is made under a shelf registration statement (Form S-3), Alpha Cognition benefits from prior SEC review and an expedited process for issuing securities. This structure also permits future flexibility for additional offerings under the same shelf (subject to limitations). - Market Timing & Milestones
With the anticipated closing around October 2, 2025, the Company can promptly begin deploying funds. This timing is advantageous in staying ahead of competitive developments or market movements in Alzheimer’s therapeutics. - Potential Investor Takeaways
- Investors may view the oversubscription and successful pricing as a validation of confidence in ZUNVEYL’s commercial potential and the management team’s execution capability.
- Use of proceeds suggests focus on near‑term revenue generation and long-term infrastructure building, which is the kind of capital allocation that long-term investors often favor.
- The granting of the greenshoe option is conventional and helps provide cushion, but investors should monitor any subsequent share issuance under that option.
