Alpha Cognition Inc.

Except as set forth below, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025.

Recently announced changes to U.S. trade policy, including recently announced tariffs, could adversely affect our business.

On April 2, 2025, the U.S. administration issued Executive Order 14257, which imposed a 10% “baseline” tariff for nearly all U.S. trading partners, and additional individualized country specific “reciprocal tariffs”. In response to adverse global market reactions, the U.S. administration suspended the country specific tariff increases to allow time for negotiations with trading partners. Except for countries that reached trade deals with the United States, the reciprocal tariffs resumed in August 2025. As of November 2025, significant tariffs and trade sanctions between the United States and China remain in place. As a consequence of the increased tariffs, concerns have been expressed regarding inflationary pressures, depression in worldwide economic activity, lower economic growth, disruptions in supply chains and trade relationships and contraction of customer demand. This has created significant economic uncertainty and political tensions, with resulting downward pressures on domestic and international financial markets.

It is difficult to know at this time if overall we will benefit from these developments or will be negatively affected by them.

We are monitoring and evaluating any potential impacts that increased tariffs and other trade restrictions may have on our business, and considering ways in which we may offset these impacts. There is no assurance, however, that we will be successful in mitigating the effects on us of increased trade regulation in the current environment.

Failure to remediate a material weakness in internal control over financial reporting could result in material misstatements in our consolidated financial statements.

Our management has identified a material weakness in our internal control over financial reporting. The material weakness identified is a result of certain control deficiencies related to the precision of our review over the initial valuation and subsequent remeasurement of the non-cash warrant liability recognized as a part of the conversion of our debt financing in November 2024.

If this remaining material weakness, which management concluded is still present as of the date of these financial statements, is not remediated, or if we identify further material weaknesses in our internal control over financial reporting, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our consolidated financial statements in future periods and a failure to meet our reporting and financial obligations on a timely basis.