DEF 14A of Alpha Cognition Inc., Apr 30, 2025

DEF 14A of Alpha Cognition Inc.

Filed Apr 30, 2025 · FY20240001213900-25-037661

Open on EDGAR

  1. 3. ELECTION OF DIRECTORS

    3. ELECTION OF DIRECTORS The Board proposes that the following six nominees be elected as directors at the Meeting, each of whom will hold office until the expiration of their term or until his or her successor shall have been duly appointed or elected and qualified: Michael McFadden, Kenneth Cawkell, Rajeev “Rob” Bakshi, Len Mertz, Phillip Mertz and Robert Wills. Each of the nominees is currently a director on the Board. John Havens, a current director of the Board, determined not to run for re-election and will cease to be a director immediately following the Meeting on June 19, 2025.

  2. Directors and Nominees

    Directors and Nominees The following table sets out the names of each of the Board’s current directors and nominees, their positions and offices in the Company, principal occupations, the period of time that they have been directors of the Company, and the number of shares of the Company which each beneficially owns or over which control or direction is exercised.

  3. Directors and Nominees

    | Name, Residence and Present Position within the Company | Director Since | Principal Occupation(1) | | Michael McFadden Texas, United States CEO and Director Nominee | March 28, 2021 | Mr. McFadden’s principal occupation is acting as the CEO of the Company. Prior to this he was Chief Commercial Officer (CCO) for MPower Health, and Chief Commercial Officer at Urovant Sciences (Nasdaq: UROV). | | Kenneth Cawkell British Columbia, Canada Corporate Secretary and Director Nominee | March 18, 2021 | Mr. Cawkell co-founded Cawkell Brodie LLP, a Vancouver based law firm, where he acted as managing partner from 1987 to 2022. Mr. Cawkell is a founder and CEO of Neurodyn Life Sciences Inc., a private biotech company focused on developing natural based products to promote healthy ageing. Mr. Cawkell is also a founder of Alpha Cognition Inc. |

  4. Directors and Nominees

    | Name, Residence and Present Position within the Company | Director Since | Principal Occupation(1) | | Rajeev “Rob” Bakshi(3)(4) British Columbia, Canada Director Nominee | November 15, 2017 | Mr. Bakshi has been the CEO of Active Witness Corp. from 2018 to present. | | Len Mertz(3)(5) Texas, United States Chairman and Director Nominee | March 18, 2021 | Mr. Mertz is Chairman of Shannon West Texas Memorial Hospital and a cofounder of Mayne & Mertz, Inc. an oil & gas exploration company. Mr. Mertz is also on the board of the First National Bank of Mertzon. | | Phillip Mertz(4) Virginia, United States Director Nominee | March 18, 2021 | Mr. Mertz is the President of Cenizas Labs, a software and electronics development company, and is a partner in Mertz Holdings. Mr. Mertz is also a cofounder of Secure Open Solutions, a cybersecurity and compliance management company. Previously Mr. Mertz led business development for CNG Energy, and worked as a management consultant with Touchstone Consulting Group. | | Robert Wills(5) New Jersey, United States Director Nominee | April 7, 2025 | Mr. Wills is Chairman of the Board of Milestone Pharmaceuticals, Inc. (Nasdaq: MIST), serves on as a board member at Parion Sciences, Inc., and as a board member at Oncternal Therapeutics (Nasdaq: ONCT). | | John Havens(3)(5) Texas, United States Director Not Standing for Re-election | March 18, 2021 | President of Seismic Exchange, Inc. |

  5. Directors and Nominees

    (1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled or directed is not within the knowledge of management of the Company and has been furnished by the respective nominees. Unless otherwise stated above, the nominees named above have held the principal occupation or employment indicated for at least the five preceding years. (2) The information in this table does not include convertible securities, such as options or warrants that may be held by such persons. (3) Member of the Audit Committee. (4) Member of the Compensation Committee (5) Member of the Governance and Nominating Committee Members of the Board of Directors hold office until the Company’s next annual general meeting of shareholders or until his or her successor have been duly appointed or elected and qualified.

  6. Director Biographies

    Director Biographies The following are brief biographies of the Corporation’s nominees for election to the Board: Michael McFadden, 57, Chief Executive Officer since April 12, 2021 and Director since March 28, 2021 Mr. McFadden brings more than 30 years of successful leadership experience spanning pre-IND drug discovery through the commercialization and has launched over a dozen therapies in neurology, psychiatry, endocrinology and urology. He has over 16 years’ experience in neuroscience. Mr. McFadden’s principal occupation has been acting Chief Executive Officer of the Company since April 12, 2021. Prior to that Mr. McFadden was Chief Commercial Officer at MPower Health from February 2020 through April 2021, Chief Commercial Officer at Urovant Sciences (Nasdaq: UROV) from January 2018 through November 2019, and SVP Sales and Marketing at Avanir Pharmaceuticals (Nasdaq: AVNR) from April 2015 through January 2017. Prior to these roles, Mr. McFadden held leadership roles at Amylin Pharmaceuticals (Nasdaq: AMLN) and Pharmacia. He serves on advisory board at MPower Health. We believe that Mr. McFadden is qualified to serve on our board of directors due to his current role as Chief Executive Officer of the Company and his extensive experience in the industry. Kenneth Cawkell, 73, Corporate Secretary and Director since March 18, 2021 Mr. Cawkell co-founded Cawkell Brodie LLP, a Vancouver based law firm, where he was acting as managing partner from 1987 to 2022, when he retired from practice. Mr. Cawkell was the founder of the Company and served as Company’s Chief Executive Officer through its qualifying transaction in April of 2021. He has also served as Corporate Secretary and a consultant to the Company since March 18, 2021 to current. Mr. Cawkell is the founder and CEO of Neurodyn Life Sciences Inc., a private biotech company focused on developing natural based products to treat Alzheimer’s and other neurodegenerative diseases. He has been active in the biotech industry within public, private and venture capital markets as a professional advisor and as a principal or investor for over 25 years. We believe that Mr. Cawkell is qualified to serve on our board of directors due to his legal expertise and extensive experience with the Company and in developing treatments for Alzheimer’s disease. Rejeev ‘Rob’ Bakshi, 65, Director since November 15, 2017 Mr. Bakshi has been the Chief Executive Officer of Active Witness Corp., a private early stage technology company focused on developing innovative access control solutions for secured buildings, from 2018 to present. Mr. Bakshi was the co-founder of technology company, Silent Witness Enterprises Ltd., which was listed on the TSX and NASDAQ. He oversaw the company’s growth strategy before being sold to Honeywell for approximately $90 million in 2003. Since then, he has been involved with industrial land development, building a Convention Centre in Calgary and other strategic investments. In 2009, Mr. Bakshi began working with a South Korean company to establish Apivio Systems Inc. He led the strategy to turn the business into a Canadian company, putting together an independent board of directors, financing, and corporate governance in his capacity as Executive Chairman. In 2013, he was appointed CEO and was responsible for taking the company public. Apivio Systems Inc. was acquired by Nuri Telecom Company in an all-cash transaction in the spring of 2017. Mr. Bakshi is an accomplished real estate and technology investor and advises both private and public companies. We believe that Mr. Bakshi is qualified to serve on our board of directors due to his experience with NASDAQ and TSX cross-listed companies. Len Mertz, 69, Chairman and Director since March 18, 2021 Mr. Mertz has been a director since Alpha Cognition’s founding and was named Chairman in 2021. Mr. Mertz’ principal occupation has been as the Chairman of Shannon West Texas Memorial Hospital, a CMS rated 5-star hospital, with currently budgeted gross revenues exceeding $1 billion and since January 1982 as a co-founder and partner of Mayne & Mertz, Inc. an oil & gas exploration company. He has over 35 years of experience as a co-founder, board member, or investor in various companies including Triumvira Immunologics and Akido Labs. In addition, he serves on the board of the First National Bank of Mertzon. He began his career as a certified public accountant and obtained his BBA in Finance with Highest Honors and his Masters in Professional Accounting both from the University of Texas at Austin. We believe that Mr. Mertz is qualified to serve on our board of directors due to his experience with the Company and his training as a certified public accountant. Phillip Mertz, 40, Director since March 18, 2021 Mr. Mertz became a director of Alpha Cognition in 2019. He is the Co-founder and President of Cenizas Labs Inc., a technology company leading innovation in neurotechnology and artificial intelligence. He is also a partner at Cenizas Capital and Mertz Holdings, through which he invests in emerging ventures, including Alpha Cognition. Mr. Mertz is a founding partner behind Secure Open Solutions, a firm helping federal contractors meet cybersecurity and regulatory compliance requirements. Earlier in his career, he led business development for CNG Energy and worked as a management consultant with Touchstone Consulting Group. He graduated from Harvard University in 2006 with an A.B. in Economics. We believe that Mr. Mertz is qualified to serve on our board of directors due to his experience with neurotechnology and neurodegenerative diseases. Robert Wills, 71, Director since April 7, 2025 Dr. Wills brings decades of experience in the pharmaceutical and biotechnology industries, with a distinguished career in drug development, corporate strategy, and executive leadership. Dr. Wills joins the Board with over four decades of experience as a leader in the pharmaceutical industry. Dr Wills serves as Chairman of the Board of Milestone Pharmaceuticals, Inc. (Nasdaq: MIST), serves on as a board member at Parion Sciences, Inc., and a board member at Oncternal Therapeutics (Nasdaq: ONCT). Dr Wills previously served as the Chairman of the Board of CymaBay Therapeutics (Nasdaq: CBAY) prior to the acquisition by Gilead Sciences, Inc. in March 2024, and served as Executive Chairman of GTx, Inc. from 2015-2019. Prior to that he spent over 25 years at Johnson & Johnson. His roles included Vice President, Alliance Management, Janssen Pharmaceutical Companies of Johnson & Johnson and as Senior Vice President Global Development, where he was responsible for the R&D pipeline and a member of the R&D Board of Directors. Dr. Wills holds a B.S. in Biochemistry and a M.S. in Pharmaceutics from the University of Wisconsin and a Ph.D. in Pharmaceutics from the University of Texas. We believe that Mr. Wills is qualified to serve on our board of directors due to his experience in drug development and executive leadership. John Havens, 68, Director since March 18, 2021 Since 1978, Mr. Havens’ principal occupation has been as the President of Seismic Exchange, Inc. Mr. Havens also has a long history as an entrepreneur as both a founder and significant investor in various industries, with a focus on growth through vertical integration and strategic acquisitions. He has served as Vice Chairman/Board Member of the Houston Astros and as an active member of numerous other business and community boards.

  7. Family Relationships

    Family Relationships There are no family relationships among any of our directors or executive officers, except that Len Mertz is the father of Phillip Mertz.

  8. Arrangements between Officers and Directors

    Arrangements between Officers and Directors To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

  9. Director Involvement in Certain Legal Proceedings

    Director Involvement in Certain Legal Proceedings Corporate Cease Trade Orders To our knowledge, no director or executive officer of Alpha Cognition is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Alpha Cognition), that: (a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. Mr. Cawkell is a director of Centurion Minerals Ltd. (“Centurion”). Centurion was subject to a cease trade order (the “Centurion CTO”) issued by the British Columbia Securities Commission on December 5, 2017, for failure to file its audited annual financial statements for the year ended July 31, 2017. Subsequently, Centurion dismissed its auditor on February 13, 2018, as its board of directors lost confidence in the former auditors’ ability to complete the audit in a timely fashion, if at all. Centurion engaged a new auditor to complete the audit and filed its audited annual financials for the year ended July 31, 2017, on March 1, 2018 and its first quarter on March 13, 2018. The Centurion CTO was revoked on May 3, 2018. Mr. Cawkell is a director of Well Health Technologies (“Well Health”). Well Health was subject to a management cease trade order (“Well Health MCTO”) issued by the British Columbia Securities Commission on April 2, 2024 for failure to file its annual filings for the year ended December 31, 2024. The Well Health MCTO prohibited the chief executive officer and the chief financial officer of the Company from trading in securities of the Company for so long as the annual filings were not filed, including the disposition or acquisition of securities of the Company under any automatic plan. During this period, the Company had undertaken not to, directly or indirectly, issue or acquire securities from an insider or employee of the Company. The annual filings were subsequently filed April 14 2024 and the Well Health MCTO was lifted. Bankruptcies and Other Proceedings To Alpha Cognition’s knowledge, no director or executive officer of Alpha Cognition, or a shareholder holding a sufficient number of securities of Alpha Cognition to affect materially the control of Alpha Cognition: (a) is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including Alpha Cognition) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; (b) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; (c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (d) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. Penalties or Sanctions To our knowledge, no director or executive officer of Alpha Cognition has been subject to any legal proceeding or other event described in Item 401(f) of Regulation S-K during the past ten years.

  10. Other Directorships

    Other Directorships The following sets forth the directors of the Company who are directors of other reporting issuers as at April 30, 2025: Kenneth Cawkell: Westmount Minerals Corp., Portofino Resources Inc., Centurion Minerals Inc. and Well Health Technologies Corp. Mr. Wills: Milestone Pharmaceuticals, Inc. and Oncternal Therapeutics

  11. Voting for Election of Directors

    Voting for Election of Directors (a) if the number of directors fixed for the time being by the shareholders is the same as the number of nominees standing for election as a director, a nominee is elected as a director by virtue of receiving at least one vote “For”; and (b) if the number of directors fixed for the time being by the shareholders is less than the number of nominees standing for election as a director, then the number of nominees equal to the number of directors fixed for the time being who receive the highest proportion of votes cast will be elected as directors. The allowable votes with respect to the election of directors are “For” and “Withhold”. Directors are elected individually, and cumulative voting is not permitted in the election of directors. Abstentions and broker non-votes will have no effect on this proposal regarding the election of directors. Cumulative voting (i.e., a form of voting where shareholders are permitted to cast all of their aggregate votes for a single nominee) will not be permitted. Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for the election of such nominees. Where no choice is so specified with respect to any resolution or in the absence of certain instructions, the proxies given pursuant to this solicitation will be voted “FOR” the nominees. Although each nominee has agreed to be nominated and serve if elected and the Board anticipates that the six nominees will be available to serve as directors of the Company, if any of them should be unwilling or unable to serve, it is intended that the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board. The Board recommends a vote “FOR” each of the nominees for director.

  12. Board of Directors

    Board of Directors The composition of the Board currently consists of the following seven members: Michael McFadden, Len Mertz, Phillip Mertz, Kenneth Cawkell, Rajeev ‘Rob’ Bakshi, John Haven and Robert Wills.

  13. Summary Compensation Table

    Summary Compensation Table

  14. Summary Compensation Table

    | Name and Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards(2) ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Non-qualified Deferred Compensation Earnings ($) (h) | All Other Compensation(12) ($) (i) | Total ($) (j) | | Michael McFadden | 2024 | $500,000 | $255,000 | $— | $— | $— | $— | $31,186 | $786,186 | | Chief Executive Officer(1) | 2023 | $500,000 | $125,000 | $— | $1,507,292(3)(4) | $— | $— | $30,186 | $2,162,478 | | | 2022 | $500,000(13) | $483,205(3) | $— | $57,492 | $— | $— | $28,551 | $1,069,248 | | Don Kalkofen | 2024 | $355,287 | $214,200 | $— | $— | $— | $— | $19,610 | $589,097 | | Former Chief Financial Officer(5) | 2023 | $420,000 | $76,364 | $— | $727,617(6)(7) | $— | $— | $49,735 | $1,273,716 | | | 2022 | $305,455(14) | $— | $— | $381,839 | $— | $— | $16,350 | $703,644 | | Lauren D’Angelo | 2024 | $420,000 | $209,151 | $— | $— | $— | $— | $31,186 | $660,337 | | Chief Commercial Officer and Chief Operating Officer(8) | 2023 | $410,099 | $89,928 | $— | $684,184(10)(11) | $— | $— | $30,186 | $1,214,397 | | | 2022 | $359,712(15) | $195,350(9) | $— | $132,673 | $— | $— | $25,551 | $712,286 |

  15. Summary Compensation Table

    ____________ Notes: (1) Mr. McFadden was appointed as CEO of the Company effective as of April 12, 2021, and as a director of the Company effective as of March 28, 2022. Mr. McFadden received compensation for acting as the CEO of the Company. (2) In January 2023, the Company canceled 80,000 outstanding stock options with an exercise price of CAD$22.50 and issued 80,000 new options with an exercise price of CAD$7.00 with new vesting terms of equal monthly instalments until July 31, 2024. The expiry dates remained unchanged. (3) Granted 327,830 bonus rights entitled to a cash bonus equal to an amount by which the fair market value of one common share of the Company exceeds $39.50 multiplied by the number of bonus rights vested. The Officer had earned 65,566 bonus rights. (4) In June 2023, the Company granted 240,000 Common Share options with an exercise price of CAD$5.50 per share. The options will be subject to the following vesting terms: 12.5% will vest on June 8, 2023, and the remaining 87.5% will vest in equal monthly instalments until January 30, 2026. These options have an expiry date of June 8, 2033. (5) Mr. Kalkofen was appointed as CFO of the Company effective as of April 11, 2022. Mr. Kalkofen resigned effective October 1, 2024. (6) In January 2023, the Company canceled 18,000 outstanding stock options with an exercise price of CAD$23.25 and issued 18,000 new options with an exercise price of CAD$7.00 with new vesting terms of equal monthly instalments until July 31, 2024. The expiry dates remained unchanged. (7) In June 2023, the Company granted 170,000 Common Share options with an exercise price of CAD$5.50 per share. The options will be subject to the following vesting terms: 12.5% will vest on June 8, 2023, and the remaining 87.5% will vest in equal monthly instalments until January 30, 2026. These options have an expiry date of June 8, 2033. (8) Mrs. D’Angelo was appointed as Chief Operating Officer of the Company effective as of September 28, 2023, previously she served as Chief Commercial Officer. (9) Granted 42,258 bonus rights entitled to a cash bonus equal to an amount by which the fair market value of one common share of the Company exceeds $39.50 multiplied by the number of bonus rights vested. The Officer had earned 29,505 bonus rights. (10) In January 2023, the Company canceled 24,000 outstanding stock options with an exercise price of CAD$22.50 and issued 24,000 new options with an exercise price of CAD$7.00 with new vesting terms of equal monthly instalments until July 31, 2024. The expiry dates remained unchanged. In addition, in January 2023, the Company canceled 6,000 outstanding stock options with an exercise price of CAD$26.25 and issued 6,000 new options with an exercise price of CAD$7.00 with new vesting terms of equal monthly installments until July 31, 2024. The expiry dates remained unchanged. (11) In June 2023, the Company granted 158,000 Common Share options with an exercise price of CAD$5.50 per share. The options will be subject to the following vesting terms: 12.5% will vest on June 8, 2023, and the remaining 87.5% will vest in equal monthly installments until January 30, 2026. These options have an expiry date of June 8, 2033. (12) Healthcare benefits. (13) Includes $72,917 of deferred compensation paid in 2023. (14) Includes $61,250 of deferred compensation paid in 2023. (15) Includes $46,840 of deferred compensation paid in 2023.

  16. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End A summary of the number and the value of the outstanding equity awards as of December 31, 2024, held by the named executive officers is set out in the table below.

  17. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Michael McFadden | 1/18/2023(1) | 29,615 | 11,837 | $5.25 | 1/18/2033 | | | 1/18/2023(2) | 37,052 | 1,497 | $5.25 | 1/18/2033 | | | 6/8/2023(1) | 102,188 | 106,936 | $4.25 | 6/8/2033 | | | 6/8/2023(2) | | 30,877 | $4.25 | 6/8/2033 | | Lauren D’Angelo | 1/18/2023(2) | 19,999 | 4,000 | $5.25 | 1/18/2033 | | | 1/18/2023(2) | 3,750 | 2,250 | $5.25 | 2/14/2033 | | | 6/8/2023(1) | 41,236 | 55,374 | $4.25 | 6/8/2033 | | | 6/8/2023(2) | 26,037 | 35,353 | $4.25 | 6/8/2033 |

  18. Outstanding Equity Awards at Fiscal Year-End

    ____________ Notes: (1) Non-qualified stock option grant. (2) Incentive stock option grant. (3) No equity awards or stock options were granted to named executive officers in the fiscal year ended December 31, 2024.

  19. Director Compensation

    Director Compensation During the fiscal year ended December 31, 2024, the Company’s directors did not receive any compensation, including any cash, stock awards, option awards, non-equity incentive plan compensation, nonqualified deferred compensation earnings or any other form of compensation.

  20. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table Due to the Company being in the development stage and not currently generating revenue, during the fiscal year ended December 31, 2024, our Board had not adopted a compensation policy for the directors and directors were not paid any cash fees in relation to their service on the Board or its committees. On February 18, 2025, the Compensation Committee established the annual Board compensation package as a base salary of $40,000 per director ($70,000 for the Chairman), $95,000 in stock option grants, an additional $15,000 for the chair of the Audit Committee, $12,000 for the chair of the Compensation Committee and $10,000 for the chair of the Governance Committee, $7,500 for a member of the Audit Committee, $6,000 to a member of the Compensation Committee and $5,000 to a member of the Governance Committee.

  21. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

    INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of the current or former directors, executive officers, employees, and proposed nominees for election as directors or their associates is or has since the beginning of the last completed financial year, been indebted to the Company or any of its subsidiaries or indebted to another entity where such indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar instrument or understanding provided by the Company or any of its subsidiaries.