Alpha Cognition Inc.

Previous wording

The Company is the parent company of Alpha Cognition Canada Inc. (“Alpha Canada” or “ACI Canada”) which is the parent company of Alpha Cognition USA Inc. (“ACI USA”). As of May 1, 2023, the Company’s Common Stock commenced trading on the CSE under the symbol “ACOG”, previously the Company’s stock were traded on the TSX-V until April 28, 2023, when the Company had them delisted. As of November 12, 2024, the Company’s Common Stock commenced trading on The Nasdaq Capital Market under the symbol “ACOG”. The Company’s stock were voluntarily delisted from the CSE on December 17, 2024.

Current wording

The Company is the parent company of Alpha Cognition Canada Inc. (“Alpha Canada” or “ACI Canada”) which is the parent company of Alpha Cognition USA Inc. (“ACI USA”). As of May 1, 2023, the Company’s Common Stock commenced trading on the CSE under the symbol “ACOG”, previously the Company’s stock were traded on the TSX-V until April 28, 2023, when the Company had them delisted. As of November 12, 2024, the Company’s Common Stock commenced trading on The Nasdaq Capital Market under the symbol “ACOG”. The Company’s stock was voluntarily delisted from the CSE on December 17, 2024.

Previous wording

As of March 31, 2026, the Company had an accumulated deficit of $103,584,793 which has been primarily financed by equity. The Company had $54,248,275 in cash and cash equivalents and $5,425,117 in current liabilities (of which $44,464 is payable from the Company’s available restricted cash balance) as of March 31, 2026. The Company’s continuing operations, as intended, are highly dependent upon its ability to obtain additional funding and eventually positive generate cash flows. Management is of the opinion that it does have sufficient working capital to fully meet the Company’s liabilities and commitments as outlined and planned in the following discussion. Management is of the opinion it will need to raise additional capital to cover upcoming planned Research and Development (“R&D”), continued commercialization of ZUNVEYL and operating costs. Possible sources of such capital may come from our “at the market” facility and future private placements, and public offerings of the Company’s Common Stock and funds received from the exercise of warrants and stock options. Additionally, the Company will also consider funding that may arise through partnership activities, including royalties, and debt. There is a risk that additional financing will not be available on a timely basis, on terms acceptable, or at all to the Company.

Current wording

As of June 30, 2026, the Company had an accumulated deficit of $112,374,533 which has been primarily financed by equity. The Company had $41,384,287 in cash and cash equivalents and $6,412,718 in current liabilities (of which $44,464 is payable from the Company’s available restricted cash balance) as of June 30, 2026. The Company’s continuing operations, as intended, are highly dependent upon its ability to obtain additional funding and eventually generate positive cash flows. Management is of the opinion that it does have sufficient working capital to fully meet the Company’s liabilities and commitments as outlined and planned in the following discussion. Management is of the opinion it will need to raise additional capital to cover upcoming planned Research and Development (“R&D”), continued commercialization of ZUNVEYL and operating costs. Possible sources of such capital may come from our “at the market” facility and future private placements, and public offerings of the Company’s Common Stock and funds received from the exercise of warrants and stock options. Additionally, the Company will also consider funding that may arise through partnership activities, including royalties, and debt. There is a risk that additional financing will not be available on a timely basis, on terms acceptable, or at all to the Company.

Previous wording

License revenue consists of revenue from our License, Collaboration and Distribution Agreement with CMS International Development and Management Limited, or CMSI (the “CMSI License Agreement”), including upfront payments, potential milestone and royalty payments, as well as revenue from the sale of active pharmaceutical ingredient (“API”), finished goods, and reimbursable costs.

Current wording

Licensing revenue consists of revenue from our License, Collaboration and Distribution Agreement with CMS International Development and Management Limited, or CMSI (the “CMSI License Agreement”), including upfront payments, potential milestone and royalty payments, as well as revenue from the sale of active pharmaceutical ingredient (“API”), finished goods, and reimbursable costs.

Previous wording

Cost of product sales consists primarily of costs related to the manufacturing of ZUNVEYL, logistics costs, inventory impairment expense, and royalty payments under license or purchase agreements.

Current wording

Cost of product sales consists primarily of costs related to the manufacturing of ZUNVEYL, logistics costs, inventory impairment expense, royalty payments under license or purchase agreements, and amortization of the Alpha-1062 intellectual property intangible asset.

Previous wording

Selling, general and administrative expenses costs consist of personnel costs, other outside professional services including legal, human resources, audit and accounting services, consulting and pre-commercialization expenses, including selling and marketing costs as well attendance to various conferences. Personnel costs consist of salaries, benefits, and stock-based compensation. We expect to continue to incur expenses to support our continued operations as a public company, including expenses related to existing and future compliance with rules and regulations of the stock exchanges on which our securities are now traded, insurance expenses, investor relations, audit fees, professional services and general overhead and administrative costs.

Current wording

Selling, general and administrative expenses consist of personnel costs, other outside professional services including legal, human resources, audit and accounting services, consulting and pre-commercialization expenses, including selling and marketing costs as well as attendance to various conferences. Personnel costs consist of salaries, benefits, and stock-based compensation. We expect to continue to incur expenses to support our continued operations as a public company, including expenses related to existing and future compliance with rules and regulations of the stock exchanges on which our securities are now traded, insurance expenses, investor relations, audit fees, professional services and general overhead and administrative costs.

Previous wording

Revenue increased by $605,144, or 21%, from $2,928,654 for the three months ended March 31, 2025 to $3,533,798 for the three months ended March 31, 2026. The increase is due to increased commercial sales of ZUNVEYL, offset by a $2,551,748 decline in licensing revenue. The Company expects that revenue from commercial sales of ZUNVEYL will continue to grow over the year as the Company expands its sale force and implements its sale strategy. Licensing revenue recognized during the three months ended March 31, 2025 primarily related to the one-time transfer of intellectual property to CMSI.

Current wording

The Company expects that revenue from commercial sales of ZUNVEYL will continue to grow over the year as the Company expands its sales force and implements its sales strategy.

Previous wording

Cost of product sales increased by $222,312, or 838%, from $26,541 for the three months ended March 31, 2025 to $248,853 for the three months ended March 31, 2026. The increase is due to expansion of commercial sales of ZUNVEYL. The Company expects that cost of product sales will continue to increase over the year in relation to expected increased sales of ZUNVEYL as the Company expands its sales of ZUNVEYL, however the Company does expect to realize some cost savings to scale as ZUNVEYL production and distribution in streamlined and potential cost saving measures in sales strategy is realized in the coming year.

Current wording

Cost of product sales increased by $172,112, or 163%, from $105,354 for the three months ended June 30, 2025 to $277,466 for the three months ended June 30, 2026. The increase was primarily attributable to higher commercial sales volume of ZUNVEYL. The Company expects that cost of product sales will continue to increase over the year in relation to expected increased sales of ZUNVEYL as the Company expands its sales of ZUNVEYL

Previous wording

Cost of licensing revenue decreased by $787,077, or 97%, from $810,000 for the three months ended March 31, 2025 to $22,923 for the three months ended March 31, 2026. The decrease is from a reduction of royalty payments and pass-through-costs, such as consulting fees and active pharmaceutical ingredients, that were allocated to activities supporting the CMSI agreement. The Company expects that cost of licensing revenue will continue to decrease over the year until the requirements of the CMSI agreement have been fulfilled.

Current wording

Cost of licensing revenue decreased by $53,756, or 58%, from $93,118 for the three months ended June 30, 2025 to $39,362 for the three months ended June 30, 2026. The decrease is from a reduction of royalty payments and pass-through costs, such as consulting fees and active pharmaceutical ingredients, that were allocated to activities supporting the CMSI agreement. The Company expects that cost of licensing revenue will continue to decrease over the year until the requirements of the CMSI agreement have been fulfilled.

Previous wording

Research and development expenses increased by $695,889, or 174%, from $400,416 for the three months ended March 31, 2025, to $1,096,305 for the three months ended March 31, 2026. The net change is due to increase in time allocated in employee and management costs for the development of the dissolvable tablet and clinical study.

Current wording

Research and development expenses increased by $1,602,730, or 395%, from $406,140 for the three months ended June 30, 2025, to $2,008,870 for the three months ended June 30, 2026. The net change is due to increase in time allocated in employee and management costs for the development of the dissolvable tablet and clinical studies.

Previous wording

Selling, general and administrative expenses increased by $5,165,285 or 101%, from $5,091,272 for the three months ended March 31, 2025, to $10,256,557, for the three months ended March 31, 2026. In support of the Company’s expansion in commercial operations and launch of ZUNVEYL, there has been an increase of $3.3 million in management fees and salaries and employee costs, an increase of $822,074 in marketing and commercial operations, an increase in regulatory costs of approximately $350,000, and an increase of $384,000 in other general and administrative expenses.

Current wording

Selling, general and administrative expenses increased by $1,954,088 or 21%, from $9,494,966 for the three months ended June 30, 2025, to $11,449,054, for the three months ended June 30, 2026. In support of the Company’s expansion in commercial operations and launch of ZUNVEYL, there has been an increase of $2.5 million in employee costs due to the increase in sales representatives and administrative support; an increase of $1.4 million in marketing and commercial operations due to increased sales activity and implementation of the speaker bureau program; an increase in regulatory costs of approximately $337,000 for the FDA user fees; an increase of $345,000 in other general and administrative expenses due to increased sales activity; and a decrease of $2.7 million in stock-based compensation due to change of liability classified options to equity classified and graded vesting nature of equity awards issued during the 2025 fiscal year.

Previous wording

Interest income had a net change of $44,187 or 10% from interest income of $506,056 for the three months ended March 31, 2026, to interest income, net of $461,869 for the year ended March 31, 2025.

Current wording

Interest income had a net change of $44,935 or 11% from interest income of $425,670 for the three months ended June 30, 2025, to interest income, net of $380,735 for the three ended June 30, 2026. Interest income had a net change of $748 or 1% from interest income of $886,791 for the six months ended June 30, 2026, to interest income, net of $887,539 for the six months ended June 30, 2025.

Previous wording

During the three months ended March 31, 2026, the change in the fair value of the Company’s warrant liabilities resulted in a gain of $1,124,072 compared to a gain of $1,147,882 during the three months ended March 31, 2025. For both periods, the change in fair value primarily resulted from changes in the Company’s stock price during the respective quarter.

Current wording

During the three months ended June 30, 2026, the change in the fair value of the Company’s warrant liabilities resulted in a loss of $1,414,267 compared to a loss of $5,172,091 during the three months ended June 30, 2025. For both periods, the change in fair value primarily resulted from changes in the Company’s stock price during the respective quarter.

Previous wording

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 relied on debt and equity raises to finance its operating activities since incorporation. 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 the consolidated financial statements contained in this report. The Company expects to continue to rely on debt and the issuance of stock, and possibly other non-dilutive financing options to finance its ongoing operations and ongoing plans for 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.

Current wording

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, since incorporation, 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 the consolidated financial statements contained in this report. The Company expects to continue to rely on debt and the issuance of stock, and possibly other non-dilutive financing options to finance its ongoing operations and plans for 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.

Previous wording

In August 2025, the Company entered into an ATM agreement with H.C. Wainright & Co., LLC as the sales agent. The Company currently has not utilized the ATM facility.

Current wording

In August 2025, the Company entered into an ATM agreement with H.C. Wainwright & Co., LLC as the sales agent. The Company currently has not utilized the ATM facility.

Previous wording

Until such time, as we can generate substantial product revenue, we expect to finance our operations other capital sources, including current or potential future collaborations, licenses, royalties and other similar arrangements. We do not know what the terms of these future financings will be and whether they will be acceptable to the us or not and, therefore, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent we raise additional capital, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions, engaging in acquisitions, merger or collaboration transactions, selling or licensing our assets, making capital expenditures, redeeming our stock, making certain investments or declaring dividends. If we raise additional funds through collaborations or license agreements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves, or even cease operations.

Current wording

Until such time we can generate substantial product revenue, we expect to finance our operations through other capital sources, including current or potential future collaborations, licenses, royalties and other similar arrangements. We do not know what the terms of these future financings will be and whether they will be acceptable to the Company or not and, therefore, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent we raise additional capital, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions, engaging in acquisitions, merger or collaboration transactions, selling or licensing our assets, making capital expenditures, redeeming our stock, making certain investments or declaring dividends. If we raise additional funds through collaborations or license agreements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves, or even cease operations.

Previous wording

On October 2, 2025, the Company completed a public offering of Common Stock by issuing 4,651,516 of Common Stock at a public offering price of $6.25 per share and 948,484 pre-funded warrants exercisable to Common Stock with an exercise price of $0.001 per share for total gross proceeds of approximately $35 million. In connection with this offering, the Company incurred underwriting fees of approximately $2.11 million.

Current wording

On October 2, 2025, the Company completed a public offering of Common Stock by issuing 4,651,516 shares of Common Stock at a public offering price of $6.25 per share and 948,484 pre-funded warrants exercisable into Common Stock with an exercise price of $0.001 per share for total gross proceeds of approximately $35 million. In connection with this offering, the Company incurred underwriting fees of approximately $2.11 million.

Previous wording

The following table provides information regarding our cash flows for the three months ended March 31, 2026, and 2025:

Current wording

The following table provides information regarding our cash flows for the six months ended June 30, 2026, and 2025:

Previous wording

Cash used in operating activities increased by $9,753,712 to $11,797,992 for the three months ended March 31, 2026, from $2,044,280 for the comparative period. The increase is related to higher employee costs of approximately $3.4 million, and commercial, marketing and other general and administrative costs increased by approximately $1.5 million.

Current wording

Cash used in operating activities increased by $10,472,932 to $18,656,708 for the six months ended June 30, 2026, from $8,183,776 for the comparative period. The increase is related to higher employee costs of approximately $6.1 million, commercial, marketing and other general and administrative costs increased by approximately $2.3 million and $2.0 million increase in research and development for the clinical studies.

Previous wording

Cash used in investing activities decreased by $61,948 to $1,322 for the three months ended March 31, 2026 from $63,270 compared to the comparative period. During the three months ended March 31, 2025, investing activities consisted of acquiring computer equipment and software.

Current wording

Cash used in investing activities increased by $5,935,009 to $6,006,594 for the six months ended June 30, 2026 from $71,585 compared to the comparative period. During the six months ended June 30, 2025 and 2026, investing activities consisted of acquiring computer equipment and software. During the six months ended June 30, 2026, the Company paid $5,906,702 for the acquisition of an intangible asset in connection with the Galantos Pharma royalty settlement.

Previous wording

Cash used in financing activities for the three months ended March 31, 2026, decreased by $835,103 compared to the comparative period. During the three months ended March 31, 2025, financing activities primarily consisted, principal repayment of the promissory note of $911,463 and receiving $174,675 in government grant proceeds offset by $97,515 of related grant expenses. During the three months ended March 31, 2025, financing activities was proceeds of $800 from the exercise of performance legacy options.

Current wording

Cash used in financing activities for the six months ended June 30, 2026, increased by $845,911 compared to the comparative period. During the six months ended June 30, 2025, financing activities primarily consisted of principal repayment of the promissory note of $911,463, proceeds of $25,823 from the exercise of warrants, and receiving $174,675 in government grant proceeds offset by $134,146 of related grant expenses. During the six months ended June 30, 2026, financing activities was proceeds of $800 from the exercise of performance legacy options.