Alpha Cognition Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(UNAUDITED)

For the Three Months Ended March 31, 2026 and 2025

For the three months ended March 31, 2026:

For the three months ended March 31, 2025:

**ALPHA COGNITION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

Alpha Cognition Inc. (“ACI” or the “Company”) is a commercial stage, biopharmaceutical company dedicated to developing treatments for patients suffering from neurodegenerative diseases, such as Alzheimer’s Disease, for which there are limited or no treatment options. The Company focuses on the commercial manufacturing and commercial sales of its ZUNVEYL oral tablet formulation, which was launched on March 19, 2025. The Company’s commercial program for ZUNVEYL is primarily focused on its long-term care commercial team that can focus on providing key points of differentiation, exploiting key issues with existing AChEI treatments, and franchising potential additional indications and new products.

On November 12, 2024, the Company’s common stock commenced trading on the NASDAQ stock exchange under the symbol “ACOG”. The Company’s common stock traded on the Canadian Securities Exchange (“CSE”) under the symbol “ACOG” from May 1, 2023 to December 17, 2024 on which date they were voluntarily delisted.

NOTE 2 – REVISIONS TO PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL INFORMATION

As previously reported in the Company’s Annual Report on Form 10-K, during the preparation of its consolidated financial statements for the year ended December 31, 2025, the Company identified an error in its previously reported consolidated financial statements for the year ended December 31, 2024 and for each of the quarters ended March 31, June 30, and September 30, 2025. Specifically, certain options denominated in Canadian dollars (the “CAD Options”) were previously classified as equity awards. Upon further evaluation of the terms of the CAD Options and the applicable accounting guidance, the Company determined that because the exercise price of the CAD Options is denominated in a currency that is different than the one in which a substantial portion of the Company’s shares are traded, the CAD Options are considered to be indexed to a factor other than a market, performance, or service condition. Accordingly, the CAD Options should have been accounted for as liability-classified awards measured at fair value beginning with the Company’s US initial public offering in November 2024, with subsequent changes in fair value recognized in earnings each reporting period.

In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements, the Company evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to each of the 2025 interim financial statements.

However, the Company has corrected the error in the current year comparative condensed consolidated financial statements by adjusting the information, as applicable, as of and for the quarter ended March 31, 2025. A summary of the corrections to the affected financial statement line items in these condensed consolidated financial statements is presented below.

Condensed Consolidated Statement of Operations and Comprehensive Loss

Condensed Consolidated Statement of Stockholders’ Equity

For the three months ended March 31, 2025:

Condensed Consolidated Statement of Cash Flows

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying interim condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and are consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2025.

The interim condensed consolidated financial statements are unaudited and have been prepared on the same basis as the audited annual financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its results of operations, changes in equity, and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Liquidity - The Company does not have sufficient operating revenue to finance its existing obligations and has relied on external financing, such as debt and equity raises, to generate capital to maintain its capacity to meet working capital requirements. The Company has successfully raised funds that exceed the Company’s working capital requirements for the next 12 months from the date of issuance of these condensed consolidated financial statements. The Company expects to continue to rely on debt and the issuance of shares, and possibly other non-dilutive financing options to finance its ongoing operations and plans for continued commercialization of ZUNVEYL. However, there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company.

Use of Estimates and Assumptions – The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and disclosure of contingent liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The Company’s most significant estimates relate to the fair value of its warrant liabilities, CAD Options liability, and stock option grants, and its estimates of the standalone selling prices of certain performance obligations. On an ongoing basis, management evaluates its estimates, to ensure that those estimates effectively reflect changes in the Company’s business and new information as it becomes available. Management bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to forecasted amounts and future events. Actual results could differ materially from these estimates under different assumptions or conditions.

Liability-Based Awards – Bonus right awards that include cash settlement features are accounted for as liability-based awards in accordance with ASC 718,Compensation – Share Based Compensation. The fair value of the bonus right awards is estimated using a Black-Scholes option-pricing model and is revalued on each reporting date based on the probability of the expected awards to vest. Changes in the estimated fair value of the bonus right awards are recognized within selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. Key assumptions in the calculation of the fair value of the bonus right awards include expected volatility, the risk-free interest rate, expected life, and fair value per award.

As of both March 31, 2026 and December 31, 2025, the Company had 758,300 outstanding stock options with exercises prices denominated in CAD. Because the exercise prices of these options are denominated in a currency that is different than the one in which a substantial portion of the Company’s shares are traded, the CAD Options are considered to be indexed to a factor other than a market, performance, or service condition. As a result, the CAD Options are classified as liabilities and remeasured at fair value each reporting period with the corresponding change in fair value recorded as an increase or decrease in stock-based compensation expense within research and development and selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss

Fair Value Measurements– Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value.

Level 1 – Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2 – Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

Level 3 – Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the instrument.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. To the extent that a fair value measurement is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

The Company’s recurring fair value measurements include those related to warrant liabilities (see Note 7), bonus right liabilities, and CAD Option liabilities (see Note 7), all of which are considered to be Level 3 measurements due to the use of significant unobservable inputs, including expected volatility and expected term. These inputs are inherently uncertain and require significant judgment; accordingly, changes in these assumptions could have a material impact on the fair value measurement. In general, increases (decreases) in the expected volatility assumptions would result in higher (lower) fair value measurements, and increases (decreases) in the expected term assumptions would generally result in higher (lower) fair values.

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued liabilities, and deferred income are considered to be representative of their respective fair values because of the short-term nature of these accounts.

New Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the effect that ASU 2024-03 will have on its financial statement disclosures.

The Company considers the applicability and potential impact of all recently issued accounting pronouncements; those not specifically identified in this disclosure are either not applicable to the Company or not expected to have a material effect on our financial condition or results of operations.

NOTE 4 – INVENTORY

Inventory consisted of the following:

NOTE 5 – OTHER BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets consisted of the following:

Accounts payable and accrued expenses consisted of the following:

NOTE 6 – INTANGIBLE ASSETS

The Company’s intangible assets consist entirely of license of intellectual property. Details related to the amounts of these licenses were as follows:

Amortization expense for each of the three months ended March 31, 2026 and 2025 was $5,387.

The following table outlines the estimated future annual amortization expense related to intangible assets as of March 31, 2026:

NOTE 7 – STOCKHOLDERS’ EQUITY

Summary of Outstanding Warrants

The following table summarizes warrant activity during the three months ended March 31, 2026:

A summary of all warrants outstanding and exercisable as of March 31, 2026 is as follows:

CAD Warrants Liability

On August 31, 2023, the Company’s functional currency changed to the USD from the CAD; as such, the Company recorded a derivative liability on the warrants outstanding with CAD exercises prices (the “CAD Warrants”). This derivative liability is being remeasured to fair value at each reporting period and on the settlement date.

As of March 31, 2026 and December 31, 2025, the fair value of the CAD Warrants derivative liability was $218,986 and $326,198, respectively. During the three months ended March 31, 2026 and 2025, the Company recorded a $107,212 gain and a $87,695 gain, respectively, from the change in the fair value of the CAD Warrants.

The following weighted average assumptions were used in the Black-Scholes option-pricing model to measure the fair value of the CAD Warrants:

Debentures Warrants Liability

In September 2024, the Company entered into agreements with various third party lenders for the issuance of convertible debentures (“Debentures”) and warrants to purchase 430,805 shares of the Company’s common stock at an exercise price of $10.55 per share until September 24, 2029 (“Initial Debenture Warrants”). The Debentures were converted into Common Stock in connection with the Company’s November 2024 initial public offering, at which time the Company was also required to issue the “Additional Debenture Warrants” with identical terms as the Initial Debenture Warrants.

The fundamental transaction clause in the underlying warrant agreements stipulates that the expected volatility is determined as the greater of 100% and the 30-day volatility, as calculated from the HVT function on Bloomberg. Because the volatility input is predetermined and fixed in the warrant agreements as “an expected volatility equal to the greater of 100% and the 30-day volatility from the “HVT” function on Bloomberg”, the Initial and Additional Debenture Warrants are not considered to be indexed to the Company’s stock and, as a result, fail the “fixed-for-fixed” condition (i.e., both the exercise price and the number of shares to be issued are not “fixed” at issuance ). Instead, the Initial and Additional Debenture Warrants are classified as liabilities that are remeasured to fair value each reporting period.

At March 31, 2026 and December 31, 2025, the fair value of the Initial and Additional Debenture Warrants liabilities totaled $1,880,348 and $2,419,456, respectively. During the three months ended March 31, 2026 and 2025, the Company recognized a $539,108 gain and a $523,491 gain, respectively, from the change in fair value of the Initial and Additional Debenture Warrants liabilities.

The following weighted average assumptions were used in a binomial lattice model to remeasure the fair value of the Initial and Additional Debenture Warrants:

IPO Agent Warrants

Upon completion of its November 2024 initial public offering, the Company issued warrants exercisable into 642,892 shares of common stock to agents of the IPO (the “IPO Agent Warrants”). The IPO Agent Warrant have an exercise price of $7.18 per share and a term of five years.

The terms of the IPO Agent Warrants include a fundamental transaction clause that stipulates that the expected volatility is determined as the greater of 100% and the 30-day volatility, as calculated from the HVT function on Bloomberg. Because the volatility input is predetermined and fixed in the warrant agreements as “an expected volatility equal to the greater of 100% and the 30-day volatility from the “HVT” function on Bloomberg”, the IPO Agent Warrants are not considered to be indexed to the Company’s stock and, as a result, fail the “fixed-for-fixed” condition (i.e., both the exercise price and the number of shares to be issued are not “fixed” at issuance ). Instead, the IPO Agent Warrants are classified as liabilities that are remeasured to fair value each reporting period.

At March 31, 2026 and December 31, 2025, the estimated fair value of outstanding IPO Agent Warrants was $1,588,431 and $2,044,681, respectively. During the three months ended March 31, 2026 and 2025, the Company recognized a $456,250 gain and a $536,696 gain, respectively, from the change in fair value of the IPO Agent Warrants liability.

The following weighted average assumptions were used in the Black-Scholes option-pricing model for the revaluations of the IPO Agent Warrants:

Stock Options

Performance Share Units

On January 9, 2026, the Company granted performance share units (“PSUs”) to its Chief Executive Officer. The PSUs represent a right to receive shares of the Company’s common stock upon vesting, subject to the satisfaction of both a service condition and a stock price-based market condition over a two-year “Performance Period” that began on the grant date.

The PSUs vest, if at all, at the end of the Performance Period, contingent upon the participant’s continued service through the last day of the Performance Period and the achievement of specified stock price thresholds of between $12 and $28 per share for at least 20 trading days within any rolling 30 - consecutive-trading-day period during the Performance Period. Ultimately, the number of PSUs earned will range from 38,110 shares if the $12 per share threshold is met and could be as much as 152,440 shares if the $28 per share threshold is met. If the minimum threshold of $12 per share is not achieved during the Performance Period, no PSUs will vest and the award will be forfeited.

The Company estimated the grant-date fair value of the PSUs to be $550,308 using a Monte Carlo simulation that included the following key assumptions:

The grant date fair value of the PSUs is being recognized as stock-based compensation expense on a straight-line basis over the two-year Performance Period, regardless of when, or if, the market condition is satisfied.

Equity-Classified Awards with Service-Based Vesting

The following table summarizes activity for equity-classified common stock options with service-based vesting conditions:

The following weighted average assumptions were used in the Black-Scholes option-pricing model for the valuation of equity-classified Common Stock options issued during the quarter ended March 31, 2026 and the year ended December 31, 2025:

During the three months ended March 31, 2026, the Company granted 509,715 restricted stock units (“RSUs”) to employees, non-employees, and directors. The RSUs had a grant-date fair value of $6.56 per unit, for a total grant-date fair value of $3,343,730. RSUs granted to employees and non-employees generally vest over three years, with one-third vesting on each anniversary of the grant date, subject to continued service. RSUs granted to directors vest on the first anniversary of the grant date, subject to continued service. Compensation expense related to RSUs is recognized on an accelerated basis over the requisite service period. Stock-based compensation expense related to RSUs for the three months ended March 31, 2026 was $478,739.

Liability-Classified CAD Options

The following table summarizes activity for liability-classified CAD Options with service-based vesting conditions:

The following weighted average assumptions were used in the Black-Scholes option-pricing model to remeasure the fair value of liability-classified CAD Options during the three months ended March 31, 2026 and the year ended December 31, 2025:

The following table presents the changes in the CAD Options liability for the three months ended March 31, 2026:

ACI Canada Legacy Performance Options

The following table summarizes ACI Canada legacy performance option activity:

NOTE 8 – FOREIGN CURRENCY CONTRACTS

The Company has an obligation to make periodic royalty payments from its sale of products incorporating technology that has been licensed from Neurodyn Life Sciences Inc. (“NLS”). Because these payments will be made in EUR the Company is exposed to cash flow variability resulting from changes in USD/EUR exchange rates. Therefore, during September 2025, the Company entered into several foreign currency forward and foreign currency collar contracts that are intended to hedge its exposure to changes in the USD/EUR exchange rates on or about the dates certain of the Company’s forecasted royalty payments will be made.

The foreign currency forward and collar contracts are derivative instruments that must be accounted for at fair value. Each reporting period, the change in the fair value of each contract is recognized as a gain or loss classified as a component of Other income (expense) within the Company’s consolidated statements of operations.

At March 31, 2026 foreign currency forward contracts to purchase EUR 341,051 remained outstanding. These contracts will settle at various dates between May 2026 and August 2026. The fair value of the foreign currency forward contracts was immaterial at March 31, 2026.

At March 31, 2026 foreign currency collar contracts with a notional amount of EUR 2,541,529 remained outstanding. These contracts will settle at various dates between November 2026 and November 2027. The fair value of the foreign currency collar contracts was immaterial at March 31, 2026.

NOTE 9 – NET LOSS PER SHARE

Net loss per common stock has been computed on the basis of the weighted-average number of common stock outstanding during the three months ended March 31, 2026 and 2025. Diluted loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. We apply the treasury stock method in the calculation of diluted loss per share.

In years that liability-classified warrants and options are in the money, the Company determines whether such instruments are dilutive by calculating the effect on loss per share after considering both (a) the adjustment to the numerator that would result from reversing the impact of the change in fair value recorded to net loss during the period and (b) the adjustment to the denominator that would result from the incremental shares outstanding, using the treasury stock method, in an assumed exercise of these instruments at the beginning of the year.

The following table reconciles net loss and the weighted average shares outstanding for the basic calculation to the net loss and the weighted average shares outstanding for the diluted calculation for the three months ended:

The following potentially dilutive common shares related to outstanding securities for the three months ended March 31, 2026 and 2025 were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the year:

NOTE 10 – SEGMENT INFORMATION

Operating segments are defined as components of the Company for which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer (“CEO”) who views the Company’s operations and manages its business as asingle reportable operating segment, being the commercial manufacturing and sales of pharmaceutical treatments for neurological diseases in the geographical areas of Canada and the United States of America.

The CEO manages and allocates resources to the operations of the Company on an entity-wide basis. The Company’s measure of segment performance is operating loss. Managing and allocating resources on an entity-wide basis enables the CEO to assess the overall level of resources available and how to best deploy these resources across functions that are in line with the Company’s long-term company-wide strategic goals. Consistent with this decision-making process, the CEO uses financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources, and setting incentive targets. Operating expenses are used to monitor budget versus actual results. The CEO does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

The following table summarizes the segment’s financial information including the Company’s significant segment expenses for the three months ended:

Revenues from customers are attributed to individual countries based on the location of the Company’s customer, which is generally determined by the customer’s bill-to address. The following table presents revenues from customers by geographic area for the three months ended March 31:

All of the Company’s long-lived, tangible assets are located in the United States.

NOTE 11 – SUBSEQUENT EVENTS

The Company evaluated subsequent events, through the date these unaudited condensed consolidated financial statements were filed, for events that should be recorded or disclosed in the financial statements as of March 31, 2026. Other than those noted below, the Company concluded that no other events have occurred that would require recognition or disclosure.

Royalty Settlement Agreement

As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company had previously entered into the Memogain Technology License Agreement (“License Agreement”) with NLS for the exclusive right and license to further develop and exploit the Memogain Technology (“ALPHA-1062 Technology”). The License Agreement expires in 2042 – the date the last patent obtained related to the ALPHA-1062 Technology expires. Under the License Agreement, the Company assumed NLS’s obligations to pay royalties to Galantos Pharma GmbH (“Galantos”).

Total cumulative payments to Galantos were subject to a maximum amount of EUR 10 million that would increase to a maximum of EUR 15 million subject to certain provisions involving sub-licensing the ALPHA-1062 Technology and the Company receiving an upfront out-licensing payment of no less than EUR 8,000,000.

On April 10, 2026, the Company and Galantos entered into a Settlement Agreement and Mutual Release (the “Royalty Settlement Agreement”) under which the Company made a one-time payment of $6,148,318 to settle all current and future royalty obligations that would have been due to Galantos under the original License Agreement.

CAD Options to USD Exercise Price

On April 30, 2026, the Company’s Compensation Committee of the Board of Directors approved the conversion of the applicable denomination of all outstanding CAD Options from CAD to USD. To prevent any material change in the rights of the holders of CAD Options or a change in the intrinsic value of the CAD Options, the Compensation Committee effected the conversion using the CAD to USD conversion rate provided by the Bank of Canada on the grant date of each CAD Option As a result, beginning on April 30, 2026, all CAD Options became exercisable into shares of the Company’s common stock at the USD exercise price equal to each option’s original CAD exercise price multiplied by the CAD-to-USD conversion rate on the date of grant of the CAD Option. Except for the conversion of the exercise prices from CAD to USD, all other terms and conditions of the CAD Options remain unchanged.