Alpha Cognition Inc.

Disclosure Controls and Procedures

At the end of the period covered by this quarterly report on Form 10-Q for the nine months ended September 30, 2025, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Management determined that disclosure controls and procedures were not effective as of end of the period covered by this quarterly report due to a material weakness in internal control over financial reporting as described below. Notwithstanding this material weakness described below, management has concluded that our financial statements included in this quarterly report on Form 10-Q are fairly stated in all material respects in accordance with GAAP for each of the periods presented therein.

Changes in Internal Control over Financial Reporting

Management has identified a material weakness in internal control over financial reporting in connection with the review of our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. 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.

We plan to remediate this material weakness by enhancing our system of internal controls, including those involving the third-party valuation specialist. Although we are committed to continuing to improve our internal control processes and intend to remediate our material weakness, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

During the nine months ended September 30, 2025, the Company implemented enhanced month-end review procedures as part of its ongoing efforts to strengthen internal control over financial reporting. These enhancements include additional management review controls over account reconciliations, variance analyses, and journal entry approvals at month-end. This will improve the timeliness and accuracy of financial information and to ensure that potential errors are identified and addressed promptly.

Other than the implementation of these month-end review procedures, there were no changes in the Company’s internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.