Alpha Cognition Inc.

Disclosure Controls and Procedures

At the end of the period covered by this annual report on Form 10-K for the fiscal year ended December 31, 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 annual 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 due to the material weakness in our internal control over financial reporting, as described below, which required us to correct certain accounting items in our audited financial statements.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control - Integrated Framework (2013 Framework).

Based on this assessment and due to the material weaknesses described below, management concluded that our internal control over financial reporting ineffective as of December 31, 2025.

Material Weaknesses and Plan to Remediate

The material weakness identified is a result of a lack adequate procedures to appropriately account for accounting transactions including warrants and stock option liabilities, certain deferred tax disclosures, and a lack of segregation of duties due to the size of the finance and accounting team.

We plan to remediate the material weakness by enhancing our system of internal control over financial reporting, including, but not limited to, engaging external technical accounting experts to advise and review all complex accounting transactions, ensuring appropriate analysis, documentation, and oversight prior to the finalization of our financial statements, implementing an accounting standards compliance process to ensure timely adoption and assessment of evolving accounting standards, and strengthening financial disclosure resources 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 weaknesses, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Changes in Internal Control over Financial Reporting

Other than the ongoing steps being taken to implement the remediation plan described above, there has been no other changes in our internal control over financial reporting during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.