UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~ 19August 22, 2025

Alpha Cognition Inc.

(Exact name of registrant as specified in its charter)

British Columbia		001-42403		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1452 Hughes Rd., Ste 200 Grapevine, Texas		76051
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 604-564-9244

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Shares, no par value		ACOG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On ~~June~~August 1922, 2025, ~~at the annual meeting of stockholders of~~ Alpha Cognition Inc. (the “Company”), entered ~~the~~into ~~stockholders~~an ~~approved~~At the ~~adoption~~Market ofOffering ~~the~~Agreement ~~new 2025 Stock Incentive Plan~~ (the “~~2025~~ATM ~~Stock Incentive Plan~~Agreement”). ~~The~~with ~~2025~~H.C. ~~Stock~~Wainwright ~~Incentive~~& ~~Plan~~Co., ~~authorizes~~LLC ~~the~~(“Wainwright”) as ~~compensation~~sales ~~committee~~agent. ofUnder the ~~Board~~terms orof ~~such other committee designated by~~ the ~~Board~~ATM toAgreement, ~~administer~~ the ~~2025~~Company ~~Stock~~will ~~Incentive~~be ~~Plan~~entitled to ~~provide~~sell, ~~equity~~at ~~based~~its ~~compensation~~sole indiscretion ~~the~~and ~~form~~from oftime ~~stock~~to time ~~options,~~as ~~stock~~it ~~appreciation~~may ~~rights~~choose, ~~restricted~~common ~~stock,~~shares ~~restricted~~in ~~stock~~the ~~units,~~capital ~~dividend equivalents, or other stock-based awards. A more detailed description~~ of the ~~2025~~Company ~~Stock~~(“Shares”) ~~Incentive~~through ~~Plan~~Wainwright, iswith ~~contained~~such insales ~~the~~having ~~Company’s~~an ~~definitive~~aggregate gross ~~proxy~~sales ~~statement~~value of ~~Schedule~~up ~~14A~~to ~~as filed~~US$75.0 ~~with~~million (the ~~Commission on April 30, 2025 under the heading~~ “5Offering”). ~~Adoption~~The ofATM ~~the~~Agreement ~~Company’s~~will ~~2025~~remain ~~Stock~~in full force and ~~Incentive~~effect ~~Plan”,~~until ~~which~~the ~~description~~date ofthat the ~~2025~~ATM ~~Stock~~Agreement ~~Incentive~~is ~~Plan~~terminated isin ~~incorporated~~accordance ~~herein~~with bythe ~~reference~~terms therein.

~~Item~~Subject ~~5.07~~to ~~Submission~~the terms and conditions of ~~Matters~~the Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided Wainwright with customary indemnification rights, and Wainwright will be entitled to a ~~Vote~~commission at a commission rate of ~~Security~~up ~~Holders~~to 3.0% of the gross sales price of the Shares sold.

~~The~~Sales ~~Company~~of ~~held~~the ~~its~~Shares, ~~2025~~if ~~annual~~any, ~~meeting~~under ofthe ~~stockholders~~Agreement may onbe ~~June~~made 19in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, ~~2025~~as amended (the “~~Meeting~~Securities Act”)., ~~The~~including ~~Meeting~~sales ~~was~~made ~~held~~by inmeans ~~person~~of atordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with Wainwright. The Company’s ~~principal~~has ~~executive~~no ~~offices~~obligation ~~located~~to sell any of the Shares, and may at ~~1452~~any ~~Hughes~~time ~~Rd.,~~suspend ~~Ste.~~offers ~~200,~~under ~~Grapevine,~~the ~~Texas~~Agreement ~~76051~~or terminate the Agreement.

AsThis ofreport ~~the~~shall ~~record~~not ~~date,~~constitute ~~April~~an ~~22,~~offer ~~2025,~~to ~~there were~~sell aor ~~total~~the ofsolicitation ~~16,019,787 shares~~ of ~~common~~an ~~stock~~offer ~~issued~~to ~~and~~buy ~~outstanding,~~nor noshall ~~restricted~~there ~~shares~~be ofany ~~common~~sale ~~stock issued and outstanding, and 316,655 preferred shares~~ of ~~common~~the ~~stock~~Shares ~~issued~~in ~~and~~any ~~outstanding~~state ~~and~~in ~~entitled~~which tosuch ~~vote at the Meeting. At the Meeting~~offer, ~~8,404,660~~solicitation ~~shares~~or sale ofwould ~~common~~be ~~stock~~unlawful ~~and~~prior ~~preferred~~to ~~shares~~registration ~~of common stock were represented in person~~ or byqualification ~~proxy;~~under ~~therefore, a quorum was present. The final voting results for~~ the ~~matters~~securities ~~submitted~~laws ~~to a vote~~ of ~~stockholders~~any ~~were~~such ~~as follows:~~state.

~~Proposal~~The ATM Agreement was filed as an exhibit to the Company’s shelf registration statement on Form S-3 (File No. 1333-289792) –previously ~~Number~~filed with the Securities and Exchange Commission on August 22, 2025 (the “Registration Statement”). The description of ~~Directors~~the material terms of the ATM Agreement above is qualified in its entirety by reference to the ATM Agreement filed as Exhibit 1.2 to the Registration Statement.

ToThe ~~set~~opinion ~~the number~~ of ~~directors~~the ~~that~~Company’s ~~constitutes~~counsel regarding the ~~board~~validity of ~~directors~~the (Shares to be issued pursuant to the ~~“Board”)~~ATM ofAgreement and filed with the ~~Company~~Registration atStatement ~~six~~as ~~directors:~~Exhibit 5.3.

Votes For				Votes Against				Abstentions				Broker Non Votes
	8,401,064				837				2,759				0

Item 9.01

Financial Statements and Exhibits.

~~Proposal~~(d) ~~No. 2 - Election of Directors~~Exhibits

To elect the following nominees to serve as members of the Company’s Board:

Exhibit No.		Description
1.2		At the Market Offering Agreement, dated August 22, 2025, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 as filed with the Commission on August 22, 2025 (File No. 333-289792)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Nominee Name	Votes For		Votes Withheld		Broker Non Votes
Michael McFadden		4,338,110		66		4,066,484
Kenneth Cawkell		4,329,020		9,156		4,066,484
Rajeev ‘Rob’ Bakshi		4,338,108		68		4,066,484
Len Mertz		4,328,740		9,436		4,066,484
Phillip Mertz		4,329,020		9,156		4,066,484
Robert Wills		4,329,020		9,156		4,066,484

SIGNATURES

~~Proposal~~Pursuant ~~No.~~to 3the -requirements ~~Ratification~~ of ~~Independent~~the Securities Exchange ~~Registered~~Act ~~Public~~of ~~Accounting~~1934, ~~Firm~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

To ratify Manning Elliot LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2025:

	ALPHA COGNITION INC.

	By:	/s/ Michael McFadden
		Michael McFadden
		Chief Executive Officer
Dated: August 22, 2025

Votes For				Votes Against				Abstentions				Broker Non Votes
	8,402,007				210				2,443				0

Proposal No. 4 – Adoption of 2025 Stock Incentive Plan Proposal

To approve, ratify and confirm the Company’s 2025 Stock and Incentive Plan:

Votes For				Votes Against				Abstentions				Broker Non Votes
	3,858,186				444,702				35,288				4,066,484

At the Meeting, the number of directors was set to six (6), all nominees for director were elected to office, the ratification of the independent registered public accounting firm was approved and the adoption of the 2025 Stock Incentive Plan was approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as inline XBRL)

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 hereunto duly authorized.

	ALPHA COGNITION INC.
	By:	/s/ Michael McFadden
		Michael McFadden
		Chief Executive Officer
Dated: June 23, 2025

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