Alpha Cognition Inc.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to the material weakness described below. Notwithstanding the material weakness, and based on additional analyses and other procedures performed by management, our CEO and CFO have concluded that the condensed consolidated financial statements included elsewhere 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.

Material Weakness in Internal Control over Financial Reporting

As previously disclosed in our Annual Report on Form 10-K, management identified a material weakness in internal control over financial reporting as of December 31, 2025. The material weakness resulted from a lack of 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.

Changes in Internal Control over Financial Reporting

During the six months ended June 30, 2026, management implemented several measures designed to remediate the previously identified material weakness, including additional management review controls over account reconciliations, variance analyses, and journal entry approvals as part of the month-end close process, as well as engaging external technical accounting specialists to assist management in evaluating and reviewing complex accounting transactions.

Although these new and enhanced controls have been designed and implemented, they have not operated for a sufficient period of time to enable management to evaluate their operating effectiveness and conclude that the previously identified material weakness has been remediated. Management will continue to monitor the effectiveness of these controls, perform additional testing as they operate over time, and implement any further changes that management determines are necessary to fully remediate the material weakness.

Other than the implementation of the remediation activities described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management continues to implement remediation activities designed to address the previously identified material weakness.