[8-K] Alpha Cognition Inc. Reports Material Event

Rhea-AI Filing Summary

Alpha Cognition Inc. announced a change in independent auditor following its relocation of principal executive offices to Texas. Manning Elliott LLP resigned on October 10, 2025 due to administrative licensing requirements, as it is licensed in Canada but not in Texas. The company reports no disagreements on accounting principles, disclosure, or audit scope, and Manning Elliott’s audit reports for 2024 and 2023 were unmodified.

The Audit Committee approved the engagement of CBIZ CPAs P.C. as the new independent registered public accounting firm on October 10, 2025. The company states it anticipates a seamless transition and filed Manning Elliott’s SEC letter as Exhibit 16.1, confirming agreement with the company’s statements.

Insights

Audit and reporting governance expert

Routine auditor change tied to licensing; no disagreements disclosed.

Alpha Cognition switched auditors because its move to Texas requires a U.S.-licensed firm. Manning Elliott resigned for licensing reasons, not over accounting or audit matters, and its opinions for 2023 and 2024 were clean.

The Audit Committee appointed CBIZ CPAs P.C. on October 10, 2025. The company did not consult CBIZ on accounting treatments or expected opinions beforehand, which aligns with independence norms. Manning Elliott’s letter (Exhibit 16.1) supports the company’s disclosures.

This is an administrative transition with limited investment impact. Execution depends on CBIZ onboarding and upcoming reporting cycles, with the company anticipating a seamless handoff.

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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): October 10, 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: 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 4.01 Changes in Registrant’s Certifying Accountant.

On October 10, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Alpha Cognition Inc. (the “Company”) received the resignation of Manning Elliott LLP (“Manning Elliott”) as the Company’s independent registered public accounting firm. The resignation of Manning Elliott as the Company’s independent registered public accounting firm is solely the result of administrative licensing requirements. The Company recently relocated its principal executive offices from Canada to the State of Texas. While Manning Elliott is licensed to practice public accounting in Canada, it is not licensed in the State of Texas and, accordingly, cannot continue to serve as the Company’s independent registered public accounting firm following this relocation.

Manning Elliott’s resignation is not the result of any disagreement with the Company on any matter of accounting principles, practices, financial statement disclosure, or auditing scope or procedures. Manning Elliott has expressed its support for the Company’s transition and has confirmed that it has not raised any concerns regarding the Company’s financial reporting or internal controls.

The reports of Manning Elliott on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2024 and December 31, 2023 and through October 10, 2025, there have been no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Manning Elliott on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Manning Elliott would have caused Manning Elliott to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2024 and December 31, 2023 and through September 11, 2025, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Manning Elliott with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Manning Elliott furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Manning Elliott agrees with the statements related to them made by the Company in this report. Manning Elliott’s letter to the SEC is filed as exhibit 16.1 to this report.

On October 10, 2025, upon approval of the Audit Committee, the Company has engaged CBIZ CPAs P.C. (“CBIZ”), a nationally recognized, independent registered public accounting firm licensed to practice in the United States, to serve as its independent registered public accounting firm. The Company anticipates a seamless transition without disruption to its financial reporting obligations.

During the Company’s two most recently completed fiscal years and through the date of engagement of CBIZ, neither the Company nor anyone on behalf of the Company consulted with CBIZ regarding: (a) the application of accounting principles to a specified transaction, either completed or proposed; or (b) the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the Company or oral advice was provided that CBIZ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (c) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Manning Elliott to the Securities and Exchange Commission, dated October 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	ALPHA COGNITION INC.
	By:	/s/ Michael McFadden
		Michael McFadden
		Chief Executive Officer
Dated: October 14, 2025

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FAQ

What did ACOG disclose in its 8-K?

Alpha Cognition reported that Manning Elliott LLP resigned as auditor on October 10, 2025 due to licensing after the company’s move to Texas and appointed CBIZ CPAs P.C..

Were there any disagreements with Manning Elliott?

The company states there were no disagreements on accounting principles, financial disclosure, or audit scope through October 10, 2025.

What did prior audit reports say?

Manning Elliott’s reports on the 2024 and 2023 financial statements contained no adverse opinions or disclaimers and were not qualified or modified.

Who is the new auditor for ACOG?

The Audit Committee engaged CBIZ CPAs P.C., an independent registered public accounting firm licensed to practice in the United States, on October 10, 2025.

Did Alpha Cognition consult CBIZ before appointment?

No. The company states it did not consult CBIZ on accounting treatments, potential audit opinions, or any matters involving disagreements or reportable events.

Is there supporting correspondence filed?

Yes. Exhibit 16.1 is Manning Elliott’s letter to the SEC stating whether it agrees with the company’s disclosures.