CORRESP 1 filename1.htm

 

ALPHA COGNITION INC.

1200 – 750 West Pender Street
Vancouver, British Columbia V6C 2T8

June 6, 2024

 

Via EDGAR

 

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE
Washington, D.C. 20549

Attn: Ms. Lauren Hamill

Re:Alpha Cognition Inc. – Request for Acceleration
  Amendment No. 3 to Registration Statement on Form S-1
  Filed on June 4, 2024
  File No. 333-278997

 

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alpha Cognition Inc., a British Columbia corporation (the “Company”), hereby requests that the effective date for the Form S-1 registration statement, as amended (No. 333-278997), referred to above, be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on June 7, 2024, or as soon as possible thereafter. The Company hereby authorizes Jason Brenkert of Dorsey & Whitney LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 

Please contact Jason Brenkert of Dorsey & Whitney LLP, counsel to the Company, at (303) 352-1133, as soon as the registration statement has been declared effective.

 

  Very truly yours,
   
  Alpha Cognition Inc.
   
  /s/ Don Kalkofen
  Don Kalkofen
  Chief Financial Officer