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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):
April 10, 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
1.01 Entry into a Material Definitive Agreement.
On April 10, 2026, Alpha Cognition Inc. (the
“Company”) entered into a settlement agreement and mutual release (the “Early Settlement
Agreement”) with Galantos Pharma GmbH i.L. a company in liquidation and incorporated under the laws of the Federal
Republic of Germany (“Galantos”), to extinguish certain future payment obligations arising under the Memogain
Asset Purchase Agreement dated August 23, 2013 (the “Original Agreement”) by and between Galantos and Neurodyn
Life Sciences Inc., as assumed by the Company pursuant to that certain Memogain Technology License Agreement by and between Neurodyn
and Neurodyn Cognition Inc. dated as of October 18, 2013, as amended by that certain Second Amended Memogain Technology License
Agreement by and among Neurodyn, Alpha Cognition Canada Inc. and Alpha dated as of March 1, 2023 (as amended, the “License
Agreement”).
Pursuant to the Early Settlement Agreement, the
Company agreed to make a one-time payment to the Galantos of EUR 5,214,220 in full satisfaction of remaining contingent obligations, including
royalty and milestone-related payments under the Original Agreement. Further, in consideration of the one-time payment, Galantos has agreed
to waive and release the Company and its related parties for any causes of actions arising from the Original Agreement. The settlement
amount represents an approximate 40% discount to the estimated market value of the remaining obligations, based on management’s
assessment of projected future payments and comparable market benchmarks.
The foregoing description of the Early Settlement
Agreement is qualified in its entirety by reference to the full text of the Early Settlement Agreement, which is filed as Exhibit 10.1
to this report and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Settlement Agreement and Mutual Release with Galantos dated April 10, 2026 |
| 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: April 14, 2026 |
|
2
