Alpha Cognition (ACOG) director Len Mertz to step down after 2026 annual meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Alpha Cognition Inc. reported that director Len Mertz has informed the board that he will not stand for re-election at the company’s 2026 annual meeting. He will continue to serve as a board member until that meeting, when his current term expires.

The company stated that Mr. Mertz’s decision is not due to any disagreement with Alpha Cognition regarding its operations, policies, or practices. The filing focuses solely on this planned board transition and does not announce other business or financial changes.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Understanding 8-K Material Events →

02/23/2026 - 04:30 PM

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): February 18, 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: 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b)

On February 18, 2026, Len Mertz, a member of the board of directors (the “Board”) of Alpha Cognition Inc. (the “Company”), notified the Board that he does not intend to stand for re-election at the Company’s 2026 annual meeting (the “2026 Annual Meeting”). Mr. Mertz will continue to serve on the Board through the 2026 Annual Meeting, at which time his current term will expire. Mr. Mertz’s decision not to stand for re-election was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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: February 23, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Alpha Cognition Inc. (ACOG) announce in this 8-K?

Alpha Cognition Inc. announced that director Len Mertz will not stand for re-election at the 2026 annual meeting. He will remain on the board until his current term expires at that meeting, indicating a planned and orderly transition.

When will Len Mertz leave the Alpha Cognition (ACOG) board of directors?

Len Mertz will serve on Alpha Cognition’s board until the company’s 2026 annual meeting. His current term expires at that meeting, and he has informed the board he does not intend to stand for re-election at that time.

Did Alpha Cognition (ACOG) report any disagreement with Len Mertz over his departure?

No. Alpha Cognition stated that Len Mertz’s decision not to stand for re-election was not due to any disagreement with the company regarding its operations, policies, or practices. The filing characterizes the change as a non-dispute-related board transition.

What SEC item does Alpha Cognition (ACOG) use to disclose this board change?

Alpha Cognition used Item 5.02 of Form 8-K, which covers departures of directors or certain officers and related arrangements. The disclosure specifically notes Mr. Mertz’s decision not to stand for re-election at the 2026 annual meeting and the absence of disagreements.

Who signed the Alpha Cognition (ACOG) 8-K reporting Len Mertz’s decision?

The 8-K was signed on behalf of Alpha Cognition Inc. by Chief Executive Officer Michael McFadden. His electronic signature appears as “/s/ Michael McFadden,” indicating he is the duly authorized officer executing the report for the registrant.

Where is Alpha Cognition Inc. (ACOG) headquartered according to this filing?

Alpha Cognition lists its principal executive offices at 1452 Hughes Rd., Suite 200, Grapevine, Texas 76051. The filing also provides a contact telephone number, reflecting the company’s current business address and primary office location for corporate matters.

Filing Exhibits & Attachments

3 documents