Alpha Cognition Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
ACOG$8.73-1.9%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
| (1). | Financial Statements. The Report of Independent Registered Public Accounting Firm, our consolidated financial statements and accompanying notes are set forth beginning on page F-1 immediately following the signature page of this Form 10-K. |
| (2). | Financial Statement Schedules. Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto. |
| (3) | Exhibits. The following exhibits are filed as part of this report: |
| Exhibit Number | Description |
| 3.1 | Notice of Articles, previously filed as Exhibit 3.1 to the Company’s Form S-1 filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 3.2 | Articles, previously filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on October 3, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.1 | Specimen common share certificate, previously filed as Exhibit 4.1 to the Company’s Form S-1 filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 42 | Escrow Agreement by and between the Company, Computershare Investor Services Inc. and certain stockholders of the Company dated March 18, 2021, previously filed as Exhibit 4.2 to the Company’s Form S-1 filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.3 | Form of Warrant issued September 24, 2024, previously filed as Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on September 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.4 | Form of Convertible Note issued September 24, 2024, previously filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on September 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.5 | Form of Pre-Funded Warrant, previously filed as Exhibit 4.5 to the Company’s Form S-1/A filed with the SEC on October 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.6 | Form of Underwriters Warrant, previously filed as Exhibit 4.6 to the Company’s Form S-1/A filed with the SEC on October 25, 2024 and incorporated herein by reference (File No. 333-280196) |
| 4.7 | Description of Registrant’s Securities, previously filed as Exhibit 4.7 to the Company’s Annual Report on Form 10-K on March 31, 2025 and incorporated herein by reference (File No. 001-42403) |
| 10.1# | 2017 Stock Option Plan, previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.2# | 2022 Stock Option Plan, previously filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.3# | 2023 Stock Option Plan, previously filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.4 | ALPHA-1062 License Agreement dated March 23, 2015, as amended effective April 1, 2015 between the Company and Neurodyn Life Sciences Inc., previously filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.5 | ALPHA-1062 Royalty Assignment Agreement dated January 1, 2016 between the Company and Neurodyn Life Sciences Inc., previously filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.6 | ALPHA-0602 License Agreement dated January 1, 2020, as amended November 4, 2020 between the Company and Neurodyn Life Sciences Inc., previously filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.7 | ALPHA-0602 Royalty Agreement dated November 3, 2020 between the Company and Neurodyn Life Sciences Inc., previously filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.8 | Arrangement Agreement dated October 27, 2020, between the Company and Alpha Cognition, Inc, as amended, pursuant to which the Company acquired all of the issued and outstanding shares of Alpha Cognition, Inc pursuant to a plan of arrangement which constituted the Company’s Qualifying Transaction, previously filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.9 | Agency Agreement dated December 18, 2020 among the Company, Alpha Cognition, Inc and Raymond James & Associates Inc., pursuant to which the Company and Alpha Cognition, Inc issued subscription receipts that were converted into Common Shares and Warrants upon completion of the Qualifying Transaction, previously filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.10 | Escrow Agreement dated March 18, 2021 between the Company, Computershare Investor Services Inc., and certain shareholders of the Company, previously filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.11 | Consulting Agreement between the Company and CMI Cornerstone Management Corporation dated September 1, 2018 as amended June 1, 2019, previously filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.12 | Expense Reimbursement Promissory Note dated December 31, 2017 by and between the Company and Neurodyn Life Sciences Inc., previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A as filed with the SEC on May 10, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.13 | Investment Banking Agreement between the Company and Spartan Capital Securities, LLC dated May 17, 2023, previously filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.14 | Amendment No. 1 to Investment Banking Agreement between the Company and Spartan Capital Securities, LLC dated December 4, 2023, previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.15 | Consulting Agreement between the Company and Spartan Capital Securities, LLC dated May 17, 2023, previously filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.16 | APLHA-1062 Second Amended License Agreement dated March 1, 2023 between the Company and Neurodyn Life Sciences Inc., previously filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.17 | Second Amended Expense Reimbursement Promissory Note dated March 1, 2023 by and between the Company and Neurodyn Life Sciences Inc., previously filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.18# | Employment Agreement between the Company and Michael McFadden dated March 28, 2022, previously filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.19# | Bonus Right Agreement by and between the Company and Michael McFadden dated April 28, 2022, previously filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.20# | Employment Agreement by and between the Company and Lauren D’Angelo dated May 1, 2021, previously filed as Exhibit 10.22 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.21# | Amendment #1 to Employment Agreement by and between the Company and Lauren D’Angelo dated June 22, 2022, previously filed as Exhibit 10.23 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.22# | Amendment to Employment Agreement by and between the Company and Lauren D’Angelo dated March 1, 2023, previously filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.23# | Bonus Right Agreement by and between the Company and Lauren D’Angelo dated May 10, 2022, previously filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.24 | Registration Rights Agreement dated September 24, 2024, previously filed as Exhibit 10.1 to the Company’s Form 8-K as filed with the SEC on September 25m 2024 and incorporated herein by reference (File No. 001-42403) |
| 10.25** | Securities Purchase Agreement dated September 24, 2024, previously filed as Exhibit 10.2 to the Company’s Form 8-K as filed with the SEC on September 25m 2024 and incorporated herein by reference (File No. 001-42403) |
| 10.26# | Employment Agreement, dated as of October 21, 2024, by and between Alpha Cognition USA Inc. and Henry Du, previously filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 30, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.27 | Agreement and Waiver to the Investment Banking Agreement dated June 10, 2024, previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 14, 2024 and incorporated herein by reference (File No. 333-280196) |
| 10.28 | Underwriting Agreement, dated November 13, 2024, previously filed as Exhibit 1.1 to the Company’s Form 8-K filed with the SEC on November 18, 2024, and incorporated herein by reference (File No. 001-42403) |
| 10.29 | Underwriting Agreement, dated September 30, 2025, previously filed as Exhibit 1.1 to the Company’s Form 8-K filed with the SEC on October 2, 2025, and incorporated herein by reference (File No. 001-42403) |
| 10.30 | At the Market Offering Agreement, dated August 22, 2025, by and between the Company and H.C. Wainwright & Co., LLC previously filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 as filed with the SEC on August 22, 2025 and incorporated herein by reference (File No. 333-289792) |
| 10.31# | 2025 Stock Incentive Plan previously filed as Appendix B of the Company’s Schedule 14A Definitive Proxy Statement as filed with the Commission on April 30, 2025and incorporated herein by reference (File No. 001-42403) |
| 19 | Alpha Cognition Insider Trading Policy, previously filed as Exhibit 19 to the Company’s Form 10-K filed with the SEC on March 31, 2025 and incorporated herein by reference (File No. 001-42403) |
| 21 | Subsidiaries of the Company, previously filed as Exhibit 21 to the Company Form 10-K filed with the SEC on March 31, 2025 and incorporated herein by reference (File No. 001-42403) |
| 23.1 | Consent of CBIZ CPAs P.C. |
| 23.2 | Consent of Manning Elliott |
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | Alpha Cognition Incentive Compensation Recovery Policy, previously filed as Exhibit 97 to the Company Form 10-K as filed with the SEC on March 31, 2025 and incorporated herein by reference (File No. 001-42403) |
| 101.INS(1) | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH(1) | XBRL Taxonomy Extension – Schema |
| 101.CAL(1) | XBRL Taxonomy Extension – Calculations |
| 101.DEF(1) | XBRL Taxonomy Extension – Definitions |
| 101.LAB(1) | XBRL Taxonomy Extension – Labels |
| 101.PRE(1) | XBRL Taxonomy Extension – Presentations |
| 104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| * | Filed herewith |
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| # | Indicates management contract or compensatory plan |
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| ** | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request |
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| (1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income (Loss) for the fiscal years ended December 31, 2025 and 2024, (ii) Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024, and (iv) Notes to Consolidated Financial Statements. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.