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Alpha Cognition (ACOG) adds Sensenig to key board committees and future Audit Chair role

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Alpha Cognition Inc. filed an amended report to update details about director Bethany Sensenig’s board roles. On April 28, 2026, the Board appointed her to the Audit Committee and the Governance and Nomination Committee. Following the annual meeting of shareholders on June 16, 2026, she will become Chair of the Audit Committee.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Committee appointment date April 28, 2026 Date Bethany Sensenig joined Audit and Governance and Nomination Committees
Annual meeting date June 16, 2026 After this meeting, Sensenig becomes Chair of the Audit Committee
Amendment reference date April 15, 2026 Original date when Bethany Sensenig was appointed as a director
Exhibit number 104 Cover Page Interactive Data File embedded within Inline XBRL document
Audit Committee financial
"the Board appointed Ms. Sensenig as a member of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Governance and Nomination Committee financial
"and as a member of the Governance and Nomination Committee of the Board"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Annual meeting of shareholders financial
"effective following the Company’s upcoming annual meeting of shareholders on June 16, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 15, 2026

 

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: 858-344-4375

 

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.

 

 

 

 

 

EXPLANATORY NOTE

 

As previously reported by Alpha Cognition Inc. (the “Company”) on April 20, 2026 on Form 8-K (the “Original Form 8-Ks”), on April 15, 2026, the Company appointed Bethany Sensenig as a director. At the time of her appointment, the Board of Directors of the Company (the “Board”) had not yet determined the committees of the Board to which Ms. Sensenig would be appointed. This Amendment No. 1 to the Original Form 8-K is being filed solely to amend and supplement Item 5.02 of the Original Form 8-K, as described below. This Amendment No. 1 makes no other amendments to the Original Form 8-K. 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 28, 2026, the Board appointed Ms. Sensenig as a member of the Audit Committee of the Board and as a member of the Governance and Nomination Committee of the Board. Further, effective following the Company’s upcoming annual meeting of shareholders on June 16, 2026, the Board has appointed Ms. Sensenig to be the Chair of the Audit Committee of the Board.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: May 1, 2026  

 

 

FAQ

What change did Alpha Cognition Inc. (ACOG) disclose in this 8-K/A filing?

Alpha Cognition Inc. disclosed updated board committee assignments for director Bethany Sensenig. She was appointed to the Audit Committee and the Governance and Nomination Committee, and is expected to serve as Chair of the Audit Committee following the June 16, 2026 annual shareholder meeting.

When was Bethany Sensenig appointed to Alpha Cognition’s board committees?

Bethany Sensenig was appointed to Alpha Cognition’s Audit Committee and Governance and Nomination Committee on April 28, 2026. These appointments refine her responsibilities as a director following her earlier board appointment previously reported by the company in its original current report.

What future role will Bethany Sensenig hold at Alpha Cognition (ACOG)?

Bethany Sensenig will serve as Chair of Alpha Cognition’s Audit Committee after the annual meeting of shareholders on June 16, 2026. This role places her in a key oversight position for financial reporting and internal controls within the board’s committee structure.

Why did Alpha Cognition Inc. file Amendment No. 1 to its original current report?

Alpha Cognition filed Amendment No. 1 solely to update Item 5.02 with Bethany Sensenig’s committee assignments. At her initial appointment, the board had not yet determined her committee roles, so this amendment adds those details without changing any other part of the original report.

What board committees does Alpha Cognition’s 8-K/A mention?

The filing mentions Alpha Cognition’s Audit Committee and its Governance and Nomination Committee. Bethany Sensenig was appointed as a member of both committees, and she is also scheduled to become the Chair of the Audit Committee following the June 16, 2026 shareholder meeting.

Filing Exhibits & Attachments

3 documents