8-K - ACOG - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2026

AlphaCognition Inc.

(Exact name of registrant as specified in its charter)

British Columbia	001-42403	N/A
(State<br> or other jurisdiction<br><br> of incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer<br><br> Identification Number)
1452 Hughes Rd., Ste 200 Grapevine, Texas	76051
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(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s

telephone number, including area code: 858-344-4375

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class:	Trading<br> Symbol	Name<br> of each exchange on which registered:
Common<br> Shares, no par value	ACOG	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operation and Financial Condition

On March 26, 2026, the Company issued a press release announcing its financial and operational results for the year ended December 31, 2025 and announcing a management call to discuss the financial results (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1*	Press Release announces financial results for the 2025 fiscal year dated March 26, 2026
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
*	The<br>Exhibit relating to Item 2.02 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALPHA COGNITION INC.
	By:	/s/<br> Michael McFadden
		Michael<br> McFadden
		Chief<br> Executive Officer
Dated:<br> March 26, 2026

Exhibit99.1

Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

AlphaCognition Inc. Reports Fiscal 2025 Financial Results and Provides Operational Update

AlphaCognition generated fourth quarter 2025 ZUNVEYL net product revenue of $2.5 million, contributing to full year 2025 total revenue of$10.2 million

Fourthquarter bottles dispensed increased 62% quarter-over-quarter to 4,941, with December representing the strongest month since launch

Executedsecond national PBM contract and initiating three studies to further support ZUNVEYL’s positioning in long-term care Alzheimer’spatients

Cashand cash equivalents totaled $66 million at year-end 2025, supporting the company’s continued target of operating profitabilityin 2027

Companyto host conference call and webcast today, March 26, at 4:30 p.m. ET

VANCOUVER, B.C., Grapevine, TX, March 26, 2026. Alpha Cognition Inc. (ACOG: NASDAQ) (“Alpha Cognition”, “ACI”, or the “Company”), a biopharmaceutical company developing novel therapeutics for debilitating neurodegenerative disorders, today reported financial results for the fourth quarter and full year ended December 31, 2025, and provided a business update.

“2025 was a year of strong commercial execution for Alpha Cognition as we continued to build momentum for ZUNVEYL – the first new oral Alzheimer’s treatment approved in more than 15 years. In the fourth quarter, we saw strong growth in demand, with December representing our strongest month since launch. We’re encouraged by the increasing rates of repeat ordering, indicating ZUNVEYL is moving beyond initial trial and becoming increasingly integrated into routine management in long-term care,” said Michael McFadden, Chief Executive Officer of Alpha Cognition.

“Importantly, we also executed a second national PBM contract, bringing us to two of the four major PBMs relevant to long-term care. Combined with the consistent clinical feedback we’re hearing on ZUNVEYL’s tolerability and behavioral profile, we believe we are well positioned to continue driving adoption as payer pull-through improves in 2026. We enter the year well-capitalized and focused on expanding our commercial footprint, deepening prescriber engagement, and advancing toward operational profitability in 2027.”

ZUNVEYLCommercial Performance

●	Net ZUNVEYL Revenue: Generated approximately $2.5 million in net product revenue in the fourth<br> quarter of 2025. Launch-to-date net product revenue through year-end 2025 was approximately<br> $6.8 million. Total revenues for the year 2025 were approximately $10.2 million, inclusive<br> of net product revenues and licensing revenue.
●	Bottles Dispensed: Dispensed 4,941 bottles in Q4, representing 62% quarter-over-quarter<br> growth. December was the strongest single sales month since launch selling 1,859 bottles.
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●	Expanding Prescriber Base and Adoption Expansion: Q4 prescribers increased 50% over the prior<br> quarter. Cumulative homes with prescriptions increased 26% in Q4, an early indicator of broadening<br> adoption in the long-term care setting.
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●	Commercial Reach: Sales team reached 1,986 homes in the quarter and have engaged with approximately<br> 4,000 unique facilities since commercial launch.
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●	Payer progress: Executed a second national PBM agreement during the quarter and now has agreements<br> with two of the four major PBMs relevant to the long-term care market.
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Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

Recentand Upcoming Business, Clinical, and Operational Highlights

●	Alpha<br> Cognition will present new clinical data on ZUNVEYL at the upcoming American Association<br> of Geriatric Psychiatrists (AAGP), and the Neuroscience Education Institute (NEI) Spring<br> Congress in Q2 2026.
●	Alpha<br> Cognition continues to expect two product approvals ex-US via our partner, CMS, in Asia.
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●	Announced<br> Issuance of additional U.S. patent covering ZUNVEYL dosing regimens.
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●	Enrollment<br> is ongoing in the BEACON study, a real-world effectiveness study to evaluate the impact of<br> ZUNVEYL on cognition, behavior, and tolerability in the long-term care setting.
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●	Plan<br> to initiate CONVERGE study, a retrospective data analysis in the long-term care environment<br> that will provide data on ZUNVEYL in long term care Alzheimer’s patients. The analysis<br> will provide data from approximately 400 patients for ZUNVEYL in areas of tolerability, dosing,<br> and polypharmacy.
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●	Plan<br> to Initiate RESOLVE study, a phase 4 study in Alzheimer’s disease (“AD”)<br> patients to assess ZUNVEYL effect on tolerability and behaviors associated with AD. The Company<br> believes the data could be supportive of future regulatory discussions and will be utilized<br> with physicians and payers to inform them on tolerability of ZUNVEYL
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●	Alpha<br> Cognition plans to complete its preclinical work with a sublingual formulation and advance<br> the product to the clinic in 2026 for treatment of mild-to-moderate AD. The Company believes<br> this product, if approved, would be a disruptive formulation for AD patients with dysphagia<br> or aphagia who currently have limited options for medication treatment
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FullYear Fiscal 2025 Financial Results

●	Revenues:<br> ZUNVEYL net product revenues were $6.8 million, and licensing revenue totaled $3.4 million,<br> for a combined total of $10.2 million for the year ended December 31, 2025.
●	Research & Development: Expenses were $1.9 million, compared to $3.9 million for fiscal year<br> 2024 as the Company transitioned to commercial stage.
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●	Selling, General & Administrative: Expenses were $29.1 million, up from $8.0 million in 2024,<br> reflecting increased commercial investment in personnel and infrastructure.
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●	Operating Loss: $22.7 million, compared to $12.0 million in 2024.
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●	Net Loss: $20.7 million, compared to $14.8 million in 2024. The Company benefited from favorable<br> changes to the fair value warrant liabilities.
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●	Cash Position: $66.0 million as of December 31, 2025, compared to $48.5 million as of December<br> 31, 2024. Following the $40 million in net proceeds from our capital raise completed in October<br> 2025, the Company expects a cash runway of approximately two years at forecasted operating<br> levels.
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Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

ConferenceCall Information

Alpha Cognition will host a conference call and webcast today, March 26 at 4:30 p.m. Eastern Time. To access the live conference call by phone, dial 877-407-9039 or 201-689-8470. The live audio webcast will be accessible at https://viavid.webcasts.com/starthere.jsp?ei=1753776&tp_key=c7346c57d0. An archived version of the webcast will be available for replay on the Alpha Cognition Investor Relations page following the event.

AboutAlpha Cognition Inc.

Alpha Cognition Inc. is a commercial stage, biopharmaceutical company dedicated to developing treatments for patients suffering from neurodegenerative diseases, such as Alzheimer’s disease and Cognitive Impairment with mild Traumatic Brain Injury (“mTBI”), for which there are currently no approved treatment options.

ZUNVEYL is a patented drug approved as a new generation acetylcholinesterase inhibitor for the treatment of Alzheimer’s disease, with expected minimal gastrointestinal side effects. ZUNVEYL’s active metabolite is differentiated from donepezil and rivastigmine in that it binds neuronal nicotinic receptors, most notably the alpha-7 subtype, which is known to have a positive effect on cognition. ALPHA-1062 is also being developed in combination with memantine to treat moderate to severe Alzheimer’s dementia, and as an intranasal formulation for Cognitive Impairment with mTBI.

Forfurther information:

InvestorRelations

LifeSci Advisors, PJ Kelleher

pkelleher@lifesciadvisors.com

INDICATIONAND USAGE

ZUNVEYL is a cholinesterase inhibitor indicated for the treatment of mild to moderate dementia of the Alzheimer’s type in adults.

IMPORTANTSAFETY INFORMATION

CONTRAINDICATIONS

ZUNVEYL is contraindicated in patients with known hypersensitivity to benzgalantamine, galantamine, or to any inactive ingredients in ZUNVEYL. Serious skin reactions have occurred.

WARNINGSAND PRECAUTIONS

SeriousSkin Reactions: Serious skin reactions (Stevens-Johnson syndrome and acute generalized exanthematous pustulosis) have been reported in patients receiving galantamine (the active metabolite of ZUNVEYL tablets). If signs or symptoms suggest a serious skin reaction, use of this drug should not be resumed, and alternative therapy should be considered.

Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

Anesthesia:See Drug Interactions Section

CardiovascularConditions: Cholinesterase inhibitors, including ZUNVEYL, have vagotonic effects on the sinoatrial and atrioventricular nodes, leading to bradycardia and AV block. Bradycardia and all types of heart block have been reported in patients taking cholinesterase inhibitors, both with and without known underlying cardiac conduction abnormalities. Therefore, all patients should be considered at risk for adverse effects on cardiac conduction.

Patients treated with galantamine up to 24 mg/day using the recommended dosing schedule showed a dose-related increase in risk of syncope.

GastrointestinalConditions: Cholinesterase inhibitors, including ZUNVEYL, may increase gastric acid secretion. Patients should be monitored closely for active or occult gastrointestinal bleeding, especially those with a history of ulcer disease or those receiving concurrent nonsteroidal anti-inflammatory drugs (NSAIDs). Clinical studies of galantamine have shown no increase, relative to placebo, in the incidence of either peptic ulcer disease or gastrointestinal bleeding.

Galantamine has been shown to produce nausea, vomiting, diarrhea, anorexia, and weight loss. Monitor the patient’s weight during therapy with ZUNVEYL

GenitourinaryConditions: Although this was not observed in clinical trials with galantamine, cholinesterase inhibitors, including ZUNVEYL, may cause bladder outflow obstruction.

NeurologicalConditions: Cholinesterase inhibitors are believed to have some potential to cause generalized convulsions. Seizure activity may also be a manifestation of Alzheimer’s disease. Patients with Alzheimer’s disease should be monitored closely for seizures while taking ZUNVEYL.

PulmonaryConditions: Cholinesterase inhibitors, including ZUNVEYL, should be prescribed with care to patients with a history of severe asthma or obstructive pulmonary disease. Monitor for respiratory adverse reactions.

ADVERSEREACTIONS

The most common adverse reactions with galantamine tablets (≥5%) were nausea, vomiting, diarrhea, dizziness, headache, and decreased appetite.

DRUGINTERACTIONS

Usewith Anticholinergics: Galantamine has the potential to interfere with the activity of anticholinergic medications.

Usewith Cholinomimetics and Other Cholinesterase Inhibitors: A synergistic effect is expected when cholinesterase inhibitors are given concurrently with succinylcholine, other cholinesterase inhibitors, similar neuromuscular blocking agents or cholinergic agonists such as bethanechol.

USEIN SPECIFIC POPULATIONS

**Pregnancy:**Based on animal data may cause fetal harm.

HepaticImpairment: In patients with moderate hepatic impairment, a decrease in clearance of galantamine was observed; therefore, a dosage adjustment is recommended. Use of ZUNVEYL in patients with severe hepatic impairment is not recommended.

RenalImpairment: In patients with a creatinine clearance of 9 to 59 mL/min, an increase in exposure of galantamine was observed; therefore, a dosage adjustment is recommended. Use of ZUNVEYL in patients with creatinine clearance less than 9 mL/min is not recommended.

These are not all of the possible side effects of ZUNVEYL. You can report side effects to the FDA. Visit www.fda.gov/MedWatch or call 1-800-FDA-1088. Please click here for Full Prescribing Information.

Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

Forward-lookingStatements

This news release includes forward-looking statements within the meaning of applicable securities laws. Except for statements of historical fact, any information contained in this news release may be a forward-looking statement that reflects the Company’s current views about future events and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Such statements include but are not limited to statements regarding the future success of the commercialization of ZUNVEYL, statement regarding the timing and potential outcomes of the Company’s ongoing clinical and preclinical studies, statements regarding future presentations, statements regarding potential product approvals and other statements regarding the future anticipated operations of the Company. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “target,” “seek,” “contemplate,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Although the Company believes to have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. The Company cannot ensure that the actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to certain risks, including risks regarding our ability to raise sufficient capital to implement our plans to continue to commercialize ZUNVEYL, risks regarding the efficacy and tolerability of ZUNVEYL, risks related to ongoing regulatory oversight on the safety of ZUNVEYL, risk related to market adoption of ZUNVEYL, risks related to the Company’s intellectual property in relation to ZUNVEYL, risks related to the commercial manufacturing, distribution, marketing and sale of ZUNVEYL, risks related to product liability, risks related to our ongoing clinical trials and other risks as described in the Company’s filings with Canadian securities regulatory authorities and available at www.sedar.com and the Company’s filings with the United States Securities and Exchange Commission (the “SEC”), including those risk factors under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC on March 31, 2025 and the Company’s other filings with the SEC available at www.sec.gov. These forward-looking statements speak only as of the date of this news release and the Company undertakes no obligation to revise or update any forward-looking statements for any reason, even if new information becomes available in the future, except as required by law.

Noteregarding Key Performance Indicators

As the company began commercial sales of ZUNVEYL in 2025, management has identified several key performance indicators that it utilizes to assess the progress of commercialization and sale of ZUNVEYL and the success of its operations period over period. These key performance indicators include bottles dispensed, number of prescribers, homes and unique facilities engaged. These indicators are defined below along with management’s reasons for focusing on these indicators.

“Bottles dispensed” refers to the number of 30-day prescriptions of ZUNVEYL filled during a given period. This data is sourced from third-party providers. Reported figures reflect the bottles recorded as dispensed within that period based on management’s review of the data. Because the data may be updated over time, actual totals may vary slightly.

Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

Management considers bottles dispensed a key performance metric because it closely reflects real-world product usage and is a meaningful indicator of ZUNVEYL’s commercial performance and the Company’s operational progress.

“Prescribers” refers to the number of healthcare providers actively writing prescriptions for ZUNVEYL at the end of a reported period. This data is sourced from third-party providers and is evaluated on a weekly basis. The reported number reflects prescriber activity at a specific point in time and may not represent the total number of prescribers throughout the entire period.

Management considers prescribers a key metric because it indicates the level of commercial adoption of ZUNVEYL among healthcare providers and helps assess the potential for future growth in bottles dispensed.

“Homes” refers to the number of long-term care facilities where medical staff have prescribed ZUNVEYL to patients residing in those facilities. “Unique facilities engaged” refers to the number of long-term care facilities with which the Company’s sales team has had discussions regarding prescribing ZUNVEYL.

This data is sourced from third-party providers. Reported figures may vary from actual totals as data is updated over time.

Management considers homes and unique facilities engaged to be key performance metrics, as they reflect the effectiveness of the Company’s sales efforts in reaching potential prescribers and expanding coverage within the long-term care market.

Noteregarding Financial Statements

The Company’s actual consolidated financial results remain subject to completion of our annual audit procedures for the year ended December 31, 2025. Our actual audited consolidated financial results for the year ended December 31, 2025 are expected to be reported in connection with the filing of our Annual Report on Form 10-K for the year ended December 31, 2025, which is expected to be filed on or about March 31, 2026. Our actual consolidated financial results may differ from the results included in this release, including as a result of audit adjustments and other developments that may arise between now and when the Form 10-K is finalized and filed. This release should not be viewed as a substitute for audited consolidated financial statements and related notes as of and for the year ended December 31, 2025 prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). Accordingly, you should not place undue reliance on this release, which has been prepared by, and is the responsibility of, our management.

Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

AlphaCognition Inc.

ConsolidatedBalance Sheets

(Unaudited)

	December 31,			December 31,
	2025			2024
ASSETS
Current<br> assets
Cash<br> and cash equivalents	$	66,046,789		$	48,546,210
Restricted<br> cash		58,400			17,872
Accounts<br> receivable, net		4,236,136			0
Inventory		5,123,496			615,133
Prepaid<br> expenses and other current assets		3,545,451			1,071,963
Total<br> current assets		79,010,272			50,251,178
Other<br> assets		0			45,714
Equipment,<br> net		328,540			27,077
Intangible<br> assets, net		391,423			412,969
Total<br> assets	$	79,730,235		$	50,736,938
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities
Accounts<br> payable and accrued liabilities	$	8,976,904		$	2,439,289
Current<br> portion of promissory note - related party		0			911,463
Current<br> deferred income		153,171			0
Total<br> current liabilities		9,130,075			3,350,752
Deferred<br> income		35,944			0
Option<br> liability		3,174,662			2,368,218
Warrant<br> liabilities		4,812,198			5,820,358
Other<br> long-term liabilities		47,181			102,783
Total<br> liabilities		17,200,060			11,642,111
Stockholders’<br> equity
Common shares, no<br> par value, unlimited shares authorized, 21,742,104 and 16,019,787 shares issued and outstanding as of December 31, 2025, and December<br> 31, 2024		133,891,673			99,128,230
Class B preferred<br> shares, no par value, unlimited shares authorized, 316,655 shares issued and outstanding as of December 31, 2025, and December 31,<br> 2024		62			62
Additional<br> paid-in capital		25,849,516			16,507,736
Accumulated<br> other comprehensive loss		(104,301	)		(104,301	)
Accumulated<br> deficit		(97,106,775	)		(76,436,900	)
Total<br> stockholders’ equity		62,530,175			39,094,827
Total<br> liabilities and stockholders’ equity	$	79,730,235		$	50,736,938

Alpha Cognition Inc.<br><br> <br>Nasdaq: ACOG<br><br> <br>1452<br> Hughes Road, Ste. 200<br><br> <br>Grapevine, TX 65051<br><br> <br>www.alphacognition.com<br><br> <br>info@alphacognition.com

AlphaCognition Inc.

CondensedConsolidated Statement of Operations

(Unaudited)

	For<br> the Year Ended<br> December 31,
	2025			2024
Revenues
Product<br> sales, net	$	6,792,024		$	0
Licensing		3,428,251			0
Total revenues		10,220,275			0
Cost of product sales,<br> excluding amortization of intangible asset		474,006			0
Cost of licensing revenue		1,441,317			0
Amortization of intangible<br> asset		21,546			79,875
Research and development		1,867,972			3,920,412
Selling,<br> general and administrative expenses		29,076,123			8,012,230
Total<br> operating expenses		32,880,964			12,012,517
Loss<br> from operations		(22,660,689	)		(12,012,517	)
Other<br> income (expenses)		1,990,814			(2,776,210	)
Net<br> loss	$	(20,669,875	)	$	(14,788,727	)
Net loss per share, basic	$	(1.17	)	$	(2.04	)
Weighted-average<br> shares used to compute net loss per share, basic		17,680,597			7,247,864