SEC Form 10-Q filed by Alpha Cognition Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
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| Smaller Reporting Company | Emerging Growth Company |
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ALPHA COGNITION INC.
FORM 10-Q
For the Quarter Ended March 31, 2026
INDEX
i
PART I
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
ALPHA COGNITION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Current deferred income | ||||||||
| Total current liabilities | ||||||||
| Deferred income | ||||||||
| Option liability | ||||||||
| Warrant liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
1
ALPHA COGNITION INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Product, net | $ | $ | ||||||
| Licensing | ||||||||
| Total revenue | ||||||||
| Operating Expenses | ||||||||
| Cost of product sales, excluding amortization of intangible asset | ||||||||
| Cost of licensing revenue | ||||||||
| Amortization of intangible asset | ||||||||
| Research and development | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | ||||||||
| Grant income | ||||||||
| Gain from change in fair value of warrant liabilities | ||||||||
| Other expenses | ( | ) | ( | ) | ||||
| Total other income | ||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding, basic | ||||||||
| Net loss per share, basic | $ | ( | ) | $ | ( | ) | ||
| Adjusted net loss, diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding, diluted | ||||||||
| Net loss per share, diluted | $ | ( | ) | $ | ( | ) | ||
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
2
ALPHA COGNITION INC.
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:
| Accumulated | ||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Paid-In | Comprehensive | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Options exercised | - | ( | ) | |||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
For the three months ended March 31, 2025:
| Accumulated | ||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Paid-In | Comprehensive | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
3
ALPHA COGNITION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows used in operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Accrued expenditures for government grant | ||||||||
| Gain from change in fair value of warrant liabilities | ( | ) | ( | ) | ||||
| Change in fair value of bonus rights liability | ( | ) | ||||||
| Loss on disposal of equipment | ||||||||
| Stock-based compensation – equity-classified options | ||||||||
| Stock-based compensation – liability-classified CAD options | ( | ) | ( | ) | ||||
| Changes in non-cash operating working capital items: | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Deferred income | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows used in investing activities | ||||||||
| Acquisition of equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows provided by financing activities | ||||||||
| Proceeds from exercises of options | ||||||||
| Repayment of promissory notes | ( | ) | ||||||
| Proceeds received from restricted government grant | ||||||||
| Amounts paid from restricted government grant funds | ( | ) | ||||||
| Net cash provided by financing activities | ( | ) | ||||||
| Change in cash, cash equivalents, and restricted cash during the period | ( | ) | ( | ) | ||||
| Cash, cash equivalents, and restricted cash beginning of period | ||||||||
| Cash, cash equivalents, and restricted cash end of period | $ | $ | ||||||
| For the Three Months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Supplemental Disclosure | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental non-cash disclosures | ||||||||
| Reallocation of fair value of share options upon exercise | $ | $ | ||||||
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
4
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
| Three Months Ended March 31, 2025 | ||||||||||||
| As Reported | Adjustment | As Revised | ||||||||||
| Operating expenses | ||||||||||||
| Research and development | $ | $ | ( | ) | $ | |||||||
| General and administrative expenses | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ||||||||||
| Net operating loss | ( | ) | ( | ) | ||||||||
| Total other income (expenses) | ||||||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | $ | ( | ) | |||||
| Net loss per share, basic and diluted | $ | ( | ) | $ | $ | ( | ) | |||||
5
Condensed Consolidated Statement of Stockholders’ Equity
For the three months ended March 31, 2025:
| Additional Paid in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||
| As Reported | Adjustment | As Revised | As Reported | Adjustment | As Revised | As Reported | Adjustment | As Revised | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||
| Stock-based compensation | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Net loss | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
Condensed Consolidated Statement of Cash Flows
| Three Months Ended March 31, 2025 | ||||||||||||
| As Reported | Adjustment | As Revised | ||||||||||
| Net loss | $ | ( | ) | $ | $ | ( | ) | |||||
| Cash flow used in operating activities: | ||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Stock-based compensation | $ | $ | ( | ) | $ | |||||||
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.
6
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
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.
7
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:
| March 31, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
NOTE 5 – OTHER BALANCE SHEET COMPONENTS
Prepaid expenses and other current assets consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Prepaid insurance and other expenses | $ | $ | ||||||
| Prepaid FDA user fees | ||||||||
| Prepaid legal expenses | ||||||||
| Deferred offering costs | ||||||||
| Others | ||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
8
Accounts payable and accrued expenses consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued gross-to-net discounts | ||||||||
| Accrued inventory costs | ||||||||
| Accrued payroll and bonuses | ||||||||
| Other accrued liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
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:
March 31, 2026 | December 31, 2025 | |||||||
| Gross amount | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
Amortization expense for each of the three months ended March 31, 2026
and 2025 was $
The following table outlines the estimated future annual amortization expense related to intangible assets as of March 31, 2026:
| Year Ending December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
9
NOTE 7 – STOCKHOLDERS’ EQUITY
Summary of Outstanding Warrants
The following table summarizes warrant activity during the three months ended March 31, 2026:
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, January 1, 2026 | $ | |||||||
| Issued | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| Balance, March 31, 2026 | $ | |||||||
A summary of all warrants outstanding and exercisable as of March 31, 2026 is as follows:
| Warrants | Shares Exercisable | Exercise Price | Expiry Date | |||||||
| Equity-classified warrants: | ||||||||||
| Private placements | $ | |||||||||
| Prefunded warrants | $ | |||||||||
| Liability-classified warrants: | ||||||||||
| CAD Warrants | $ | ) | ||||||||
| CAD Warrants | $ | ) | ||||||||
| Initial Debenture Warrants | $ | |||||||||
| Additional Debenture Warrants | $ | |||||||||
| IPO Agent Warrants | $ | |||||||||
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 $
The following weighted average assumptions were used in the Black-Scholes option-pricing model to measure the fair value of the CAD Warrants:
| March 31, 2026 | December 31, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | ||||||||
| Expected life (in years) | ||||||||
| Volatility | % | % | ||||||
| Weighted average fair value per warrant | $ | $ | ||||||
10
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
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 $
The following weighted average assumptions were used in a binomial lattice model to remeasure the fair value of the Initial and Additional Debenture Warrants:
| March 31, 2026 | December 31, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | ||||||||
| Expected life (in years) | ||||||||
| Volatility | % | % | ||||||
| Weighted average fair value per warrant | $ | $ | ||||||
IPO Agent Warrants
Upon completion of its November 2024 initial public
offering, the Company issued warrants exercisable into
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 $
11
The following weighted average assumptions were used in the Black-Scholes option-pricing model for the revaluations of the IPO Agent Warrants:
| March 31, 2026 | December 31, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | ||||||||
| Expected life (in years) | ||||||||
| Volatility | % | % | ||||||
| Weighted average fair value per warrant | $ | $ | ||||||
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 $
The Company estimated the grant-date fair value of the PSUs to be $
| Risk-free interest rate | % | |||
| Dividend yield | ||||
| Expected term (in years) | ||||
| Volatility | % |
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:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value(1) | |||||||||||||
| Balance, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Cancelled | ( | ) | ||||||||||||||
| Balance, March 31, 2026 | $ | $ | ||||||||||||||
| Options exercisable, March 31, 2026 | $ | $ | ||||||||||||||
| (1) |
12
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:
| March 31, 2026 | December 31, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected life (in years) | ||||||||
| Volatility | % | % | ||||||
| Weighted average grant-date fair value per option | $ | $ | ||||||
During the three months ended March 31, 2026,
the Company granted
Liability-Classified CAD Options
The following table summarizes activity for liability-classified CAD Options with service-based vesting conditions:
| Number of Options | Weighted Average Exercise Price (in USD) | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value(1) | |||||||||||||
| Balance, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Cancelled | ||||||||||||||||
| Balance, March 31, 2026 | $ | $ | ||||||||||||||
| Options exercisable, March 31, 2026 | $ | $ | ||||||||||||||
| (1) |
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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:
| March 31, 2026 | December 31, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected life (in years) | ||||||||
| Volatility | % | % | ||||||
| Weighted average fair value per option | $ | $ | ||||||
The following table presents the changes in the CAD Options liability for the three months ended March 31, 2026:
| Fair value of CAD Option liability at December 31, 2025 | $ | |||
| Stock-based compensation expense for the three months ended March 31, 2026 | ( | ) | ||
| Fair value of CAD Option liability at March 31, 2026 | $ |
ACI Canada Legacy Performance Options
The following table summarizes ACI Canada legacy performance option activity:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value(1) | |||||||||||||
| Balance, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Cancelled | ( | ) | ||||||||||||||
| Balance, March 31, 2026 | $ | $ | ||||||||||||||
| Options exercisable, March 31, 2026 | $ | $ | ||||||||||||||
| (1) |
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
At March 31, 2026 foreign currency collar contracts
with a notional amount of EUR
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.
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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:
| March 31, 2026 | March 31, 2025 | |||||||
| Numerator, diluted: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment for gain in fair value of CAD option liabilities | ( | ) | ||||||
| Adjusted numerator, diluted | $ | ( | ) | $ | ( | ) | ||
| Denominator, diluted: | ||||||||
| Weighted average common stock outstanding | ||||||||
| Dilutive effect of CAD options | ||||||||
| Weighted average dilutive common stock | ||||||||
| Net loss per share, diluted | $ | ( | ) | $ | ( | ) | ||
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:
| March 31, 2026 | March 31, 2025 | |||||||
| Warrants | ||||||||
| Common Stock options | ||||||||
| ACI Canada legacy performance options | ||||||||
| Total anti-dilutive features | ||||||||
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 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.
15
The following table summarizes the segment’s financial information including the Company’s significant segment expenses for the three months ended:
| March 31, 2026 | March 31, 2025 | |||||||
| Revenue | ||||||||
| Product, net | $ | $ | ||||||
| Licensing | ||||||||
| Total revenue | ||||||||
| Operating Expenses | ||||||||
| Cost of product sales, excluding amortization of intangible asset | ||||||||
| Cost of licensing revenue | ||||||||
| Amortization of intangible asset | ||||||||
| Research and development: | ||||||||
| Employee costs | ||||||||
| Grant expenses | - | |||||||
| Stock-based compensation | ||||||||
| Other | ||||||||
| Total research and development | ||||||||
| Selling, general and administrative expenses: | ||||||||
| Commercial manufacturing | ||||||||
| Commercial operations | ||||||||
| Depreciation | ||||||||
| Employee costs | ||||||||
| Sales and marketing | ||||||||
| Stock-based compensation | ||||||||
| General and administrative | ||||||||
| Total selling, general and administrative expenses | $ | |||||||
| Total operating expenses | ||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
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.
| March 31, 2026 | March 31, 2025 | |||||||
| United States | $ | $ | ||||||
| China | ||||||||
| Total revenue | $ | $ | ||||||
All of the Company’s long-lived, tangible assets are located in the United States.
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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
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 $
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.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as previously filed with the Commission. This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors. See section heading “Special Note Regarding Forward-Looking Statements.”
Overview
The Company is a commercial stage biopharmaceutical company dedicated to developing treatments for patients suffering from neurodegenerative diseases, such as Alzheimer’s disease (“AD”), for which there are limited or no treatment options. The Company focuses on the commercial manufacturing and commercial sales of ZUNVEYL oral tablet formulation. 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.
The Company launched ZUNVEYL on March 19, 2025, and targets the largest volume nursing homes specializing in Alzheimer’s disease, leveraging an account-based sales team with demonstrated success in LTC, positioning ZUNVEYL with Medicare payors, and developing strategic and clinical partnerships with consultant pharmacists and long-term care pharmacies. Alpha Cognition has set the Wholesale Acquisition Cost (WAC) for its therapeutic product at $869.36 per month. This pricing reflects the company’s commitment to balancing patient access with the value of innovative healthcare solutions. By establishing a competitive WAC price, Alpha Cognition aims to enhance affordability and ensure patients can benefit from our advanced treatment options. Patients’ out-of-pocket cost for treatment with ZUNVEYL will depend on their length of treatment and their insurance. The Company has three additional pre-clinical development programs: (1) ZUNVEYL in combination with memantine for the treatment of moderate-to-severe Alzheimer’s disease,(2) ALPHA-1062 sublingual oral tablet (“ALPHA-1062IN”) formulation for treatment of mild-moderate Alzheimer’s disease and for the treatment of cognitive impairment with mild traumatic brain injury (mTBI; otherwise known as concussion) and (3) ALPHA-0602, ALPHA-0702 & ALPHA-0802, also referred to as ‘Progranulin’ and ‘Progranulin GEM’s’, for the treatment of neurodegenerative diseases including amyotrophic lateral sclerosis, otherwise known as ALS or Lou Gehrig’s disease and spinal muscular atrophy (SMA).
ZUNVEYL, is a patented new innovative product being positioned as a next generation acetylcholinesterase inhibitor for the treatment of Alzheimer’s disease, with expected minimal gastrointestinal side effects. ZUNVEYL’s active metabolite is differentiated from donepezil and rivastigmine in that it binds neuronal nicotinic receptors, most notably the alpha-7 subtype, which is known to have a positive effect on cognition. ZUNVEYL is in pre-clinical development in combination with memantine to treat moderate to severe Alzheimer’s disease, in pre-clinical development with sublingual formulation for patients suffering from dysphagia, and is in pre-clinical development for cognitive impairment with mTBI.
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.
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Operations
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.
The Company is also contemplating raising capital by pursuing both dilutive and non-dilutive strategic sources of capital to fully execute its commercialization and operating plans for ZUNVEYL from the FDA. Any additional capital is expected to further support our planned costs for commercial activities.
Components of our Results of Operations
Revenue
The Company generates revenue from product sales and licensing arrangements.
Product Sales, Net
Product revenue consists primarily of sales of the Company’s commercial product to wholesalers and pharmacies. Revenue is recognized at a point in time when control of the product transfers to the customer.
Product revenue is recorded net of variable consideration, including expected prompt pay discounts, chargebacks, product returns, recalls, rebates, and consideration payable to customers. Consideration payable to customers includes fees paid to distributors, which are generally calculated as a percentage of product sales and are recognized as a reduction of revenue when the related services are not distinct from the Company’s promise to transfer the product. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are required when estimating the impact of these revenue deductions on gross sales for a reporting period. The amount of variable consideration can vary from period to period due to fluctuations in these deductions.
Licensing Revenue
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.
Our revenue to date has been generated primarily from the upfront payment received from CMSI under the CMSI License Agreement. In addition to the upfront payment, we may also be entitled to development, regulatory, and sales milestone payments, as well as royalties on net sales, upon achieving predefined objectives. We recognize license revenue when the related performance obligations are satisfied. If achievement of a milestone is considered probable and it is probable that a significant revenue reversal will not occur, the associated milestone amount is included in the transaction price.
License revenue also includes revenue from the sale of API and finished goods to CMSI, which are generally priced at cost plus a margin, as well as certain reimbursable pass-through costs. These amounts are recognized on a gross basis and are generally recognized upon shipment or delivery, depending on the applicable shipping terms.
We expect that license revenue under the CMSI License Agreement, and from any potential future licensing arrangements, will fluctuate based on the timing and amount of upfront, milestone, and royalty payments, as well as the level of API sales and reimbursable activities.
19
Cost of Product Sales
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.
Cost of Licensing Revenue
Cost of licensing revenue consists primarily of costs incurred to support the Company’s licensing arrangements, including the cost of API and finished goods sold to CMSI, as well as other costs associated with fulfilling obligations under the CMSI License Agreement, including reimbursable pass-through costs.
Research and Development
Research and development expenses represent costs incurred to conduct research, such as the discovery and development of our product candidates. We recognize all research and development costs as they are incurred unless there is an alternative future use in other research and development projects or otherwise.
Research and development expenses consists primarily of the following:
| ● | costs related to production of clinical supplies and non-clinical materials, including fees paid to contract manufacturers. |
| ● | employee-related expenses, which include salaries, benefits, and stock-based compensation. |
| ● | other expenses including travel and consulting services. |
Selling, General and Administrative Expenses
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.
20
Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
| For the Three Months Ended March 31, | Dollar | Percentage | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Revenue | ||||||||||||||||
| Product sales, net | $ | 3,503,821 | $ | 346,929 | $ | 3,156,892 | 910 | % | ||||||||
| Licensing revenue | 29,977 | 2,581,725 | (2,551,748 | ) | (99 | ) | ||||||||||
| Total revenue | 3,533,798 | 2,928,654 | 605,144 | 21 | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Cost of product sales, excluding amortization of intangible asset | 248,853 | 26,541 | 222,312 | 838 | ||||||||||||
| Cost of licensing revenue | 22,923 | 810,000 | (787,077 | ) | (97 | ) | ||||||||||
| Amortization of intangible assets | 5,387 | 5,387 | - | - | ||||||||||||
| Research and development | 1,096,305 | 400,416 | 695,889 | 174 | ||||||||||||
| Selling, general and administrative expenses | 10,256,557 | 5,091,272 | 5,165,285 | 101 | ||||||||||||
| Total operating expenses | 11,630,025 | 6,333,616 | 5,296,409 | 84 | ||||||||||||
| Loss from operations | (8,096,227 | ) | (3,404,962 | ) | (4,691,265 | ) | 138 | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 506,056 | 461,869 | 44,187 | 10 | ||||||||||||
| Grant income | - | 71,095 | (71,095 | ) | (100 | ) | ||||||||||
| Gain (loss) from change in fair value of warrant liabilities | 1,124,072 | 1,147,882 | (23,810 | ) | (2 | ) | ||||||||||
| Loss on debt modification | - | (957 | ) | 957 | (100 | ) | ||||||||||
| Other expenses | (11,919 | ) | - | (11,919 | ) | 100 | ||||||||||
| Total other income (expense) | 1,618,209 | 1,679,889 | (61,680 | ) | (4 | ) | ||||||||||
| Net loss and comprehensive loss | $ | (6,478,018 | ) | (1,725,073 | ) | (4,752,945 | ) | 276 | ||||||||
Revenue
Comparison of Revenue for the Three Months Ended March 31, 2026 and 2025
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.
Cost of Product Sales and Cost of Licensing Revenue
Comparison of Cost of Sales and Cost of Licensing Revenue for the Three Months Ended March 31, 2026 and 2025
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.
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.
21
Research and Development Expenses
Comparison of Research and Development for the Three Months Ended March 31, 2026 and 2025
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.
Selling, General and Administrative Expenses
Comparison of Selling, General and Administrative Expenses for the Three Months Ended March 31, 2026 and 2025
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.
Interest Income
Interest income consists of interest earned on the Company’s cash and cash equivalents.
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.
Change in Fair Value of Warrant Liabilities
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.
The Company uses various valuation models to estimate the fair value of its warrant liabilities. These models require the input of subjective assumptions including the expected term of the warrants and the expected volatility of the Company’s stock price during this term. Changes in the input assumptions can materially affect the fair value estimate and the Company’s net loss and liabilities.
Liquidity and Capital Resources
Sources of 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 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.
Future Funding Requirements
We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we continue the commercialization of ZUNVEYL, following the start of sales in the first quarter of 2025, and potentially seek to discover and develop additional product candidates, conduct our ongoing and planned clinical trials and preclinical studies, continue our R&D activities, utilize third parties to manufacture ZUNVEYL, hire additional personnel, expand and protect our intellectual property, and incur additional costs associated with being a public company.
22
Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable, accrued expenses, and prepaid expenses. The timing and amount of our funding requirements will depend on many factors, including:
| ● | the costs associated with the production, distribution and sales of ZUNVEYL, including any future expansion of production capabilities, expansion of distribution networks, expansion of our sales force and increased expenses on advertising or related sale costs; |
| ● | the costs associated with our licensing arrangements for ZUNVEYL, including increased costs from such arrangements and increasing the number and types of licensing arrangements; |
| ● | the initiation, type, number, scope, progress, expansions, results, costs and timing of clinical trials and preclinical studies of ZUNVEYL and any future product candidates we may choose to pursue, including the costs of modification to clinical development plans based on feedback that we may receive from regulatory authorities and any third-party products used as combination agents in our clinical trials; |
| ● | the costs, timing and outcome of regulatory meetings and reviews of ZUNVEYL or any future product candidates, including requirements of regulatory authorities in any additional jurisdictions in which we may seek approval for ZUNVEYL and any future product candidates; |
| ● | the costs of obtaining, maintaining, enforcing and protecting our patents and other intellectual property and proprietary rights; |
| ● | our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal control over financial reporting; |
| ● | the costs associated with hiring additional personnel and consultants as our business grows, including additional executive officers and clinical development, regulatory, CMC quality and commercial personnel; |
| ● | the costs and timing of establishing or securing sales and marketing capabilities of any future product candidate approval; |
| ● | our ability to achieve sufficient market acceptance, coverage, and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products; |
| ● | our ability and strategic decision to develop future product candidates other than ZUNVEYL, and the timing of such development, if any; |
| ● | patients’ willingness to pay out-of-pocket for any approved products in the absence of coverage and/or adequate reimbursement from third-party payors; |
| ● | the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements; and |
| ● | costs associated with any products or technologies that we may in-license or acquire. |
Based upon our current operating plan, we estimate that our existing cash and cash equivalents as of the date of this filing, will be sufficient to fund our projected base ongoing operating expenses, commercialization costs of ZUNVEYL in AD, ongoing CMC costs, pre-clinical formulation and study R&D work, and ongoing operating costs and capital expenditures through at least the next 12 months. We may choose to raise additional capital to continue to further advance our commercialization plans and ongoing operating costs. However, we may have based our estimates on assumptions that may prove to be wrong, and our operating plan may change as a result of many factors currently unknown to us. In addition, we could utilize our available capital resources sooner than we expected. The Company may also contemplate raising additional capital by pursuing both dilutive and non-dilutive strategic sources of capital to fully execute its commercial, R&D, and operating plans for ZUNVEYL. Any additional capital would further support our R&D and commercial activities related to U.S. sales of ZUNVEYL in AD.
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.
23
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.
Financing Activities
Recent capital raising activities
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.
On October 17, 2025, the underwriter of the Company’s public offering exercised its over-allotment option in full to purchase an additional 840,000 of Common Stock at the public offering price of $6.25 per share for additional gross proceeds of approximately $5.25 million and underwriting fees of $341,250.
The following table includes our cash flow data for the periods indicated:
Cash Flows
The following table provides information regarding our cash flows for the three months ended March 31, 2026, and 2025:
| For the Three Months Ended March 31, | Dollar | Percentage | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Consolidated Statement of Cash Flows Data | ||||||||||||||||
| Cash used in operating activities | $ | (11,797,992 | ) | $ | (2,044,280 | ) | $ | (9,753,712 | ) | 477 | % | |||||
| Cash used in investing activities | $ | (1,322 | ) | $ | (63,270 | ) | $ | 61,948 | (98 | )% | ||||||
| Net cash provided by financing activities | $ | 800 | $ | (834,303 | ) | $ | 835,103 | (100 | )% | |||||||
Cash used in operating activities
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.
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Cash used in investing activities
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.
Cash provided by/(used in) financing activities
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.
Contractual Obligations and Other Commitments
In the normal course of business, we enter into agreements with contract service providers to assist in the performance of R&D and clinical and commercial manufacturing activities. We currently have three license agreements, the CMSI License Agreement, ALPHA-1062 technology and ALPHA-602 technology, which are outlined below. We expect to enter into additional clinical development, contract research, clinical and commercial manufacturing, supplier, and collaborative research agreements in the future, which may require upfront payments and long-term commitments of capital resources.
See “Note 16 – Commitments and Contingencies” from the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our contractual obligations and long-term commitments.
Contingencies
The Company did not have any contingencies as of March 31, 2026, or the date of this report.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We consider an accounting estimate to be critical if (i) it requires significant judgment and the use of assumptions about matters that are inherently uncertain, and (ii) changes in those assumptions could have a material impact on our consolidated financial statements.
The following are the accounting estimates that we believe are most critical to understanding our financial condition and results of operations.
Revenue Recognition, Including Variable Consideration
We generate revenue from product sales and licensing arrangements. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration we expect to receive. For product sales, revenue is recorded net of variable consideration, including estimated rebates, chargebacks, discounts, returns and other allowances.
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Significant judgment is required in (i) estimating variable consideration, particularly given the early stage of commercialization of ZUNVEYL, (ii) determining standalone selling prices in licensing arrangements, and (iii) assessing performance obligations and allocation of transaction price. These estimates require the use of assumptions related to payer mix, contractual terms, product returns, and market adoption. Given our limited commercialization history, these estimates may be subject to increased variability, and changes in assumptions could materially impact revenue in future periods.
Fair Value of Warrant, Option, and Derivative Liabilities
Certain freestanding warrants and stock options are accounted for as liabilities and are remeasured at fair value at each reporting period, with changes recognized in the consolidated statement of operations and comprehensive loss. In addition, previously outstanding convertible instruments included embedded derivatives that required fair value measurement.
Significant judgments required in estimating the fair value of these financial instruments and embedded derivatives include (i) the selected valuation technique, (ii) volatility assumptions, and (iii) expected term. Changes in these assumptions can result in significant non-cash gains or losses in the consolidated statement of operations and comprehensive loss.
Stock-Based Compensation
We measure stock-based compensation based on the fair value of equity awards granted to employees and non-employees. The determination of fair value requires significant estimates, including (i) expected volatility of our common stock, (ii) expected term of awards, (iii) for certain awards, classification between equity and liabilities. Changes in these assumptions could materially impact the amount and timing of compensation expense recognized.
Emerging Growth Company Status and Smaller Reporting Company Status
We are an emerging growth company, as defined in the JOBS Act. The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard and may do so until such time that we either (i) irrevocably elect to opt out of such extended transition period or (ii) no longer qualify as an emerging growth company. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies. We will continue to remain an emerging growth company until the earliest of the following: (1) December 31, 2029; (2) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (3) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (4) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common Shares held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
At the end of the period covered by this quarterly report on Form 10-Q for the three months ended March 31, 2026, 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 quarterly 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.
Changes in Internal Control over Financial Reporting
Management has identified a material weakness in internal control over financial reporting in connection with the review of our condensed consolidated financial statements for the three months ended March 31, 2026. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified is a result of 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.
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 weakness, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
During the three months ended March 31, 2026, the Company implemented enhanced month-end review procedures as part of its ongoing efforts to strengthen internal control over financial reporting. These enhancements include additional management review controls over account reconciliations, variance analyses, and journal entry approvals at month-end. This will improve the timeliness and accuracy of financial information and to ensure that potential errors are identified and addressed promptly.
Other than the implementation of these month-end review procedures, there were no changes in the Company’s internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not currently a party to any material legal proceedings. However, from time to time, we may become involved in other litigation or legal proceedings relating to claims arising from the ordinary course of business.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales of Equity Securities
None.
Repurchase of Equity Securities
During the three months ended March 31, 2026, the Company did not repurchase any of its equity securities.
Use of Proceeds
On November 13, 2024, the Company completed a public offering of common stock by issuing 8,695,653 common shares at a public offering price of $5.75 per share for gross proceeds of approximately $50 million and net proceeds, after deducting discounts and commissions and estimated offering expenses payable by us, of approximately $46.15 million. The initial public offering was completed pursuant to the Company’s registration statement on Form S-1 (333-280196) which was brought effective by the SEC on November 8, 2024, registering 8,695,653 common shares and pre-funded warrants to purchase up to 8,695,653 common shares to gross aggregated proceeds of $50 million. No pre-funded warrants were sold in the offering. Titan Partners Group acted as the managing underwriter for the offering. In connection with the offering, the Company paid Titan Partners Group an underwriting discount of approximately $3 million and a non-accountable expense allowance of $500,000. We also paid Spartan Capital Partners, LLC an investment banking fee of $500,000. We paid an aggregate total of approximately $350,000 in other expenses, including expense reimbursement to Titan Partners Group, legal and accounting fees, transfer agent fees and printing costs.
Consistent with the Company’s described use of proceeds in its registration statement, to date the Company has spent approximately $22.40 million of its net proceeds to begin our efforts toward our commercialization and launch of ZUNVEYL formerly known as ALPHA-1062 in Alzheimer’s disease; approximately $0.29 million for R&D on pipeline product candidates, approximately $4.13 million for continued commercial CMC activities (chemistry, manufacturing, and controls); approximately $0.91 million on repayment of outstanding loan and approximately $11.50 million for working capital and general corporate purposes. As of March 31, 2026 the Company has approximately $6.92 million of the net proceeds remaining in the bank.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) During the quarter ended March 31, 2026, none
of our directors or officers
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report:
| * | Filed herewith |
| (1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2026 and 2025, (ii) Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, and (iv) Notes to Condensed Consolidated Financial Statements. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALPHA COGNITION INC. (Registrant) | ||
| Dated: May 14, 2026 | By: | /s/ Michael McFadden |
| Michael McFadden, | ||
| Chief Executive Officer | ||
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