Alpha Cognition grants equity awards to executives

Alpha Cognition Inc. reported that its Compensation Committee granted new equity awards to senior executives under the 2025 Stock and Incentive Plan on January 9, 2026.

Accepted by SEC EDGAR 01/15/2026 - 05:27 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Alpha Cognition Inc. reported that its Compensation Committee granted new equity awards to senior executives under the 2025 Stock and Incentive Plan on January 9, 2026. These long-term incentives are structured as a mix of restricted stock units (RSUs), stock options, and, for the CEO, performance-based share units.

Chief Executive Officer Michael McFadden received 190,549 RSUs vesting in three equal annual installments from January 9, 2027 to January 9, 2029, 177,576 stock options vesting one-third on January 9, 2027 and quarterly thereafter, and 76,220 performance share units that can vest over two years if the share price reaches levels from $12.00 up to $28.00 for specified trading periods. Chief Operating Officer Lauren D’Angelo received 137,195 RSUs and 106,545 stock options with similar time-based vesting, while Interim Chief Financial Officer Henry Du received 20,579 RSUs and 15,982 stock options on the same vesting schedule.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive equity awards did Alpha Cognition (ACOG) approve on January 9, 2026?

On January 9, 2026, Alpha Cognition approved equity awards under its 2025 Stock and Incentive Plan for its CEO, COO, and Interim CFO, consisting of RSUs, stock options, and, for the CEO, performance share units.

How many RSUs and stock options did Alpha Cognition CEO Michael McFadden receive?

CEO Michael McFadden received 190,549 RSUs vesting in three equal annual installments starting January 9, 2027, and 177,576 stock options vesting one-third on January 9, 2027 and the remainder in equal quarterly installments thereafter.

What are the performance conditions for Alpha Cognition CEO performance share units?

Mr. McFadden was granted 76,220 performance share units that vest over a two-year period based on the Company’s closing stock price meeting levels of $12.00, $18.00, $24.00, and $28.00 for at least 20 trading days within any rolling 30 consecutive trading-day period.

What equity awards did Alpha Cognition grant to COO Lauren D’Angelo?

COO Lauren D’Angelo received 137,195 RSUs vesting one-third annually on January 9, 2027, 2028, and 2029, and 106,545 stock options vesting one-third on January 9, 2027, with the remaining options vesting in equal quarterly installments thereafter.

What equity compensation did Interim CFO Henry Du receive from Alpha Cognition?

Henry Du, Interim Chief Financial Officer and VP Finance and Accounting, received 20,579 RSUs vesting in three equal annual installments on January 9, 2027, 2028, and 2029, and 15,982 stock options vesting one-third on January 9, 2027 and the balance in equal quarterly installments thereafter.

Under which plan were the new Alpha Cognition executive awards granted?

All of the described RSUs, stock options, and performance share units for Alpha Cognition’s named executive officers were granted under the Company’s 2025 Stock and Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): January 9, 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. ☐

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

On January 9, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Alpha Cognition Inc. (the “Company”) granted equity awards under the Company’s 2025 Stock and Incentive Plan to its named executive officers.

Mr. Michael McFadden, the Company’s Chief Executive Officer, was granted (i) 190,549 restricted stock units (“RSUs”) that vest on 1/3 on January 9, 2027, 1/3 on January 9, 2028 and 1/3 on January 9, 2029; (ii) 177,576 stock options (“Stock Options”) that vest 1/3 on January 9, 2027 and the remainder to vest in equal installments quarterly thereafter; and (iii) 76,220 performance share units vesting at the end of the two-year period based on the Company’s closing stock price equaling or exceeding the applicable price level for at least twenty (20) trading days within any rolling thirty (30) consecutive trading-day period, as reported on the principal securities exchange on which the shares are listed, as follows: 19,550 common shares - $12.00; 38,110 common shares - $18.00; 57,165 common shares - $24.00; and 76,220 common shares - $28.00.

Ms. Lauren D’Angelo, the Company’s Chief Operating Officer, was granted (i) 137,195 RSUs that vest on 1/3 on January 9, 2027, 1/3 on January 9, 2028 and 1/3 on January 9, 2029; and (ii) 106,545 Stock Options that vest 1/3 on January 9, 2027 and the remainder to vest in equal installments quarterly thereafter.

Mr. Henry Du, the Company’s Interim Chief Financial Officer and VP Finance and Accounting, was granted was granted (i) 20,579 RSUs that vest on 1/3 on January 9, 2027, 1/3 on January 9, 2028 and 1/3 on January 9, 2029; and (ii) 15,982 Stock Options that vest 1/3 on January 9, 2027 and the remainder to vest in equal installments quarterly thereafter.

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: January 15, 2026