Alpha Cognition Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:001-42403
Alpha Cognition Inc.
(Exact Name of Registrant as Specified in its Charter)
| British Columbia | N/A |
|---|---|
| (State or other jurisdiction of incorporation or organization) · (I.R.S. Employer Identification No.) | |
| Grapevine, Texas | 76051 |
| (Address of Principal Executive Offices) | (Zip Code) |
(858) 344-4375
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class: | Trading Symbol | Name of each exchange on which registered: |
|---|---|---|
| Common Shares, no par value | ACOG | The Nasdaq Stock Market LLC |
Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-Accelerated Filer ☒ |
|---|---|---|
| Smaller Reporting Company ☒ | 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:16,019,787 common shares, without par value, outstanding as of May 15, 2025.
FORM 10-Q
For the Quarter Ended March 31, 2025
INDEX
| Page | |
|---|---|
| PART I – FINANCIAL INFORMATION | |
| ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 1 |
| ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 30 |
| ITEM 3. – QUANTIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 44 |
| ITEM 4. CONTROLS AND PROCEDURES | 44 |
| PART II – OTHER INFORMATION | |
| ITEM 1. LEGAL PROCEEDINGS | 45 |
| ITEM 1A. RISK FACTORS | 45 |
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 45 |
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 45 |
| ITEM 4. MINE SAFETY DISCLOSURE | 45 |
| ITEM 5. OTHER INFORMATION | 45 |
| ITEM 6. EXHIBITS | 46 |
| SIGNATURES | 47 |
i
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
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