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~~ 15June 16, 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 ~~April~~June 1516, 2026, following Alpha Cognition Inc.’s (the “Company”) 2026 annual meeting of stockholders on June 16, 2026 (the “Meeting”), the board of directors (the “Board”) of the Copmany appointed ~~Bethany~~Dr. ~~Sensenig~~Robert Wills as non-executive Chair of the Board. Dr.Wills fills the vacancy left by Mr. Len Mertz who, as previously announced, did not stand for re-election as a director of the Company at the Meeting.

~~Ms.~~Item Sensenig was most recently Chief Financial Officer and Head of Operations at Radius Health, Inc (May 2024 to April 2026), a commercial stage biopharmaceutical company, where she played a critical leadership role in the growth, financial performance, and sale of the company5.07 ~~Prior~~Submission ~~to this, she served as Chief Financial Officer, and Interim CEO~~ of 9Matters ~~Meters Biopharma (Jan 2022~~ to ~~July 2023),~~ a ~~clinical-stage~~Vote ~~biotechnology company. Preceding 9 Meters, Ms. Sensenig was Chief Financial Officer and Head~~ of ~~U.S.~~Security ~~Operations at Minovia Therapeutics, Ltd~~Holders. (June 2019 to Jan 2022), a clinical-stage biotechnology company, focused on rare diseases, where she led the company's business and financing strategy. She spent 13 years at Biogen Inc., a multinational biotechnology company, where she held several positions of increasing responsibility, the latest of which was Vice President of Finance and Commercial Operations. Ms. Sensenig has played key roles in numerous transactions, financings and acquisition-related deals throughout her career and had direct P&L accountability at Biogen for upwards of $1 billion in annual revenue across 30 countries spanning the U.S., Asia-Pacific, Latin America and Europe. Ms. Sensenig is also a member of the Board of Directors at Supernus Pharmaceuticals (NASDAQ: SUPN) and KalVista Pharmaceuticals (NASDAQ: KALV).

~~Ms.~~On ~~Sensenig~~June ~~will~~16, ~~receive~~2026, ~~compensation~~the inCompany ~~accordance with~~held the ~~Company’s~~Meeting. The ~~previously~~Meeting ~~disclosed~~was ~~non-employee~~held ~~director~~in ~~compensation~~person ~~policy~~at Timarron Country Club, 1400 Byron Nelson Pkwy, Southlake, Texas 76092.

InAs ~~accordance~~of ~~with~~ the ~~Company’s~~record ~~non-employee director~~date, ~~annual~~April ~~equity~~24, ~~grant~~2026, inthere ~~connection~~were a ~~with~~total ~~her~~of ~~appointment~~21,774,104 ~~Ms.~~shares ~~Sensenig~~of ~~received~~common anstock ~~initial~~issued ~~grant~~and ~~of 5~~outstanding,~~489~~ no restricted shares of common stock ~~units~~ issued and 6outstanding,~~991~~ ~~stock~~and 316,655 ~~options.~~preferred ~~The~~shares of common stock ~~options~~issued ~~have~~and anoutstanding ~~exercise~~and ~~price~~entitled ofto ~~$6.65~~vote ~~per~~at ~~share~~the Meeting. ~~Both~~At the ~~restricted~~Meeting, ~~stock~~10,535,277 ~~units~~shares of common stock and ~~the~~preferred shares of common stock ~~options vest~~were ~~one~~represented ~~year~~in ~~after~~person or by proxy; therefore, a quorum was present. The final voting results for the ~~date~~matters submitted to a vote of ~~grant.~~stockholders were as follows:

~~There~~Proposal ~~is no arrangement or understanding between Ms~~No. ~~Sensenig~~ ~~and~~1 ~~any~~- ~~other~~Number ~~persons pursuant to which Ms. Sensenig was appointed as a director. There is no family relationship between Ms. Sensenig and any director or executive officer~~ of the Company, and except as stated herein, Ms. Sensenig does not have any direct or indirect material interest in any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently contemplated.Directors

~~Item~~To ~~9.01~~set ~~Financial~~the ~~Statements~~number ~~and~~of ~~Exhibits.~~directors that constitutes the Board at six directors:

(d) Exhibits.

Votes For				Votes Against				Abstentions				Broker Non Votes
	10,516,942				11,980				6,355				0

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

Proposal No. 2 - Election of Directors

~~SIGNATURES~~To elect the following nominees to serve as members of the Company’s Board:

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.

Nominee Name	Votes For		Votes Withheld		Broker Non Votes
Michael McFadden		6,360,245		75,594		4,099,438
Kenneth Cawkell		6,340,863		94,976		4,099,438
Rajeev ‘Rob’ Bakshi		4,436,011		1,999,828		4,099,438
Phillip Mertz		6,360,595		75,244		4,099,438
Robert Wills		6,412,233		23,606		4,099,438
Bethany Sensenig		6,164,918		270,921		4,099,438

	ALPHA COGNITION INC.
	By:	/s/ Michael McFadden
		Michael McFadden
		Chief Executive Officer
Dated: April 20, 2026

Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm

To ratify CBIZ CPAs P.C., Certified Public Accountants as the auditor of the Company for the ensuing year and to authorize the audit committee of the Board to fix the remuneration to be paid to the auditor:

Votes For				Votes Against				Abstentions				Broker Non Votes
	10,000,365				533,188				1,723				1

At the Meeting, the number of directors was set to six (6), all nominees for director were elected to office, and the ratification of the independent registered public accounting firm was approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as inline XBRL)

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: June 23, 2026

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