Dilution profile // every instrument, one screen, from SEC filings

Alpha Cognition Inc. (ACOG)

CIK 1655923 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$250M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 10% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-86% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~24.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-08-082026-08-13

Latest: 21.8M shares as of Aug 13, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-13
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 150.9M to 15.5M between Aug 8, 2024 and Nov 14, 2024, a pattern consistent with a reverse split (roughly 1-for-10); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant4.4Mnot tagged——
Private Placements2.2M$7.08——
Prefunded Warrants948,484$0.001——
IPO Agent Warrants514,314$7.18——
Initial Debenture Warrants430,805$7.19——
Debentures Warrants Liability430,805$10.55—FV $2.6M
Additional Debenture Warrants215,421$7.19——
Exercise Price Six Point Eighty Six CAD Nine Point Seventy Five86,200$6.86——
Exercise Price Six Point Eighty Six To CAD Nine Point Seventy Five15,810$6.86——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 2.2M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $10.55 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $5.1M as of Jun 30, 2026.

Rough fully diluted estimate: 24.0M = 21.8M O/S + 2.2M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 13, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding21.8MAug 13, 2026
+ Warrant (if exercised)4.4MJun 30, 2026
+ Private Placements (if exercised)2.2MJun 30, 2026
+ Prefunded Warrants (if exercised)948,484Jun 30, 2026
+ IPO Agent Warrants (if exercised)514,314Jun 30, 2026
+ Initial Debenture Warrants (if exercised)430,805Jun 30, 2026
+ Debentures Warrants Liability (if exercised)430,805Sep 30, 2024
+ Additional Debenture Warrants (if exercised)215,421Jun 30, 2026
+ Exercise Price Six Point Eighty Six CAD Nine Point Seventy Five (if exercised)86,200Jun 30, 2026
+ Exercise Price Six Point Eighty Six To CAD Nine Point Seventy Five (if exercised)15,810Jun 30, 2026
Fully diluted estimate31.1M+42.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $250.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Aug 22, 2025$250.0M registeredfiling →
S-3Jul 21, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Jul 1, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 0 registered.

EXECUTEDOct 1, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDSep 30, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
UPDATEAug 29, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EXECUTEDAug 29, 2025Prospectus supplement priced — shares or notes (large filers: often a bond deal)424B2 →
EFFECTIVEAug 29, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDAug 22, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEAug 5, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJul 25, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJul 21, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEJul 17, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJul 8, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJul 1, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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