Core Viewpoint - Alpha Cognition Inc. has successfully priced an oversubscribed underwritten public offering of 5,600,000 common shares at a price of $6.25 per share, generating gross proceeds of approximately $35.0 million before expenses [1]. Company Summary - The company is a commercial-stage biopharmaceutical firm focused on developing innovative treatments for neurodegenerative diseases [1]. - The offering includes pre-funded warrants in lieu of common shares, indicating strong investor interest and demand for the company's equity [1].

Core Insights - Alpha Cognition Inc. (NASDAQ: ACOG) has successfully advanced its first full quarter of ZUNVEYL® commercialization in Q2 2025, achieving significant early adoption in the U.S. long-term care market and a key regulatory milestone in China [1][7] Group 1: Commercial Performance - ZUNVEYL® generated approximately $2 million year-to-date net product revenue, with orders placed in over 300 nursing homes and a 65% rate of repeat ordering, indicating strong clinical confidence and operational fit [7] - The sales team engaged with more than 3,700 healthcare professionals, resulting in both new and repeat prescriptions [1][7] Group 2: Regulatory Developments - The China Medical System's New Drug Application (NDA) for ZUNVEYL has been accepted by the National Medical Products Administration (NMPA), paving the way for potential approval in China and additional filings in four other countries by year-end [7] Group 3: Clinical Research - A completed Department of Defense-funded Bomb Blast study demonstrated that ALPHA-1062 reduced neuroinflammation and toxic Tau proteins in mild traumatic brain injury (mTBI), supporting further development of the product [7]

Group 1 - Alpha Cognition Inc. reported a quarterly loss of $0.65 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.46, and compared to a loss of $0.25 per share a year ago, indicating an earnings surprise of -41.30% [1] - The company posted revenues of $1.66 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 0.18%, compared to zero revenues a year ago [2] - Alpha Cognition Inc. shares have increased approximately 69.6% since the beginning of the year, significantly outperforming the S&P 500's gain of 10% [3] Group 2 - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The trend of estimate revisions for Alpha Cognition Inc. was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6] - The current consensus EPS estimate for the upcoming quarter is -$0.48 on revenues of $3.02 million, and for the current fiscal year, it is -$1.42 on revenues of $13.81 million [7] Group 3 - The outlook for the Medical - Biomedical and Genetics industry, to which Alpha Cognition Inc. belongs, is currently in the bottom 41% of over 250 Zacks industries, which may impact the stock's performance [8]

Financial Data and Key Metrics Changes - For Q2 2025, the company generated total revenue of $1.7 million, consisting of $1.6 million in net product sales from Zunveil and $81,000 in licensing revenue from CMS [13] - Total costs and expenses for the quarter were $7.4 million, leading to an operating loss of $5.7 million compared to a loss of $2.4 million in Q2 2024 [14] - The net loss for Q2 2025 was $10.5 million or $0.65 per share, compared to a net loss of $2.1 million or $0.35 per share in the same quarter last year [15] Business Line Data and Key Metrics Changes - The commercial launch of Zunveil has seen prescriptions written in over 300 nursing homes, with 65% of these facilities placing repeat orders, indicating strong product trial [6][18] - The company reported approximately $2 million in net product revenues for Zunveil since its launch [13] Market Data and Key Metrics Changes - The company engaged with over 3,700 healthcare providers (HCPs) in the long-term care market during the quarter [6] - By the end of Q2, Zunveil had been ordered in over 300 long-term care homes, with 90% of orders filled despite increased prior authorization hurdles [20] Company Strategy and Development Direction - The company is focused on expanding Zunveil's presence in the long-term care market and optimizing its commercial strategy to enhance engagement with prescribers [27] - The company plans to advance its sublingual formulation and conduct a comparative pharmacokinetic study, with an IND submission anticipated in 2026 [7][15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the initial traction of Zunveil and the potential for scalable growth in the coming quarters [13][17] - The company remains committed to disciplined expense management and anticipates full-year operating expenses in the range of $34 million to $38 million [16] Other Important Information - The company has made significant progress with its first ex-US partner, CMS Pharmaceuticals, which is on track to file in four additional countries by 2025 [11] - The company is well-capitalized with approximately $39.4 million in unrestricted cash as of June 30, 2025 [15] Q&A Session Summary Question: Can you characterize the typical profile of a repeat prescriber of Zunveil? - The company has identified high-volume nursing home facilities with a significant number of Alzheimer's patients as key targets for repeat prescriptions [31] Question: What is the expected state of contracting by the end of the year? - The company expects to have at least one more large national plan contracted by the end of the year, in addition to the existing contract [33] Question: Can you provide insights on prior authorization challenges? - The company has seen an increase in prior authorizations but reports that 90% of orders are being filled, albeit with some delays [39] Question: What is the anticipated monthly net revenue run rate for Q3? - The company anticipates a range of $5.75 to $6.25 million for the monthly net revenue run rate [41] Question: When should the second $3 million tranche from CMS be expected? - The company expects to receive the tranche in the last quarter of this year based on current progress [52] Question: Do you see any changes to the expected hockey stick-shaped revenue curve? - The company maintains its expectations for a hockey stick-shaped revenue curve, with significant growth anticipated in late 2026 and early 2027 [56]

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents Alpha Cognition Inc.'s unaudited condensed interim consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with detailed notes explaining the company's financial position, performance, and significant accounting policies for the periods ended June 30, 2025, and December 31, 2024 [Condensed Interim Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Interim%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :------------------ | | Cash and cash equivalents | $39,405,210 | $48,546,210 | | Total current assets | $44,648,207 | $50,251,178 | | Total assets | $45,122,942 | $50,736,938 | | Total current liabilities | $3,039,658 | $3,350,752 | | Total liabilities | $13,226,626 | $9,273,893 | | Total stockholders' equity | $31,896,316 | $41,463,045 | [Condensed Interim Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) | Metric (Three Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Product, net revenue | $1,576,411 | $- | | Licensing revenue | $81,276 | $- | | Total revenue | $1,657,687 | $- | | Total costs and expenses | $7,394,688 | $2,421,211 | | Net loss and comprehensive loss | $(10,488,952) | $(2,115,512) | | Net loss per share, basic and diluted | $(0.65) | $(0.35) | | Metric (Six Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Product, net revenue | $1,923,340 | $- | | Licensing revenue | $2,663,001 | $- | | Total revenue | $4,586,341 | $- | | Total costs and expenses | $14,009,774 | $6,832,729 | | Net loss and comprehensive loss | $(12,495,495) | $(7,118,223) | | Net loss per share, basic and diluted | $(0.78) | $(1.21) | [Condensed Interim Consolidated Statements of Stockholders' Equity (Deficiency)](index=6&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficiency)) - For the three months ended June 30, 2025, total stockholders' equity decreased from **$40,811,875 to $31,896,316**, primarily due to a net loss of **$10,488,952**, partially offset by share-based compensation of **$1,547,570** and warrants exercised for **$25,823**[12](index=12&type=chunk) - For the six months ended June 30, 2025, total stockholders' equity decreased from **$41,463,045 to $31,896,316**, driven by a net loss of **$12,495,495**, partially offset by share-based compensation of **$2,902,943** and warrants exercised for **$25,823**[13](index=13&type=chunk) [Condensed Interim Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------------------- | :-------------- | :-------------- | | Net cash provided by (used in) operating activities | $(8,183,776) | $(3,873,814) | | Net cash (used in) investing activities | $(71,585) | $- | | Net cash provided by (used in) financing activities | $(845,111) | $3,573,424 | | Change in cash and cash equivalents | $(9,100,472) | $(300,390) | | Cash and cash equivalents, end of period | $39,463,610 | $1,194,183 | [NOTE 1 – NATURE OF OPERATIONS](index=10&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20OPERATIONS) - Alpha Cognition Inc. is a commercial-stage biopharmaceutical company focused on neurodegenerative diseases, with its common shares trading on NASDAQ under 'ACOG' since **November 12, 2024**[17](index=17&type=chunk) - The company received **FDA approval on July 29, 2024**, for ZUNVEYL (formerly ALPHA-1062) to treat mild-to-moderate Alzheimer's disease[18](index=18&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - Revenue from product sales (Zunveyl tablets) is recognized when control transfers to the distributor, typically upon delivery, with deductions for chargebacks, returns, and distributor fees[24](index=24&type=chunk)[25](index=25&type=chunk) - Licensing revenue is recognized based on a five-step model, identifying distinct performance obligations and allocating transaction price, with variable consideration (like milestones and royalties) recognized when probable or when related sales occur[27](index=27&type=chunk)[28](index=28&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - Inventory is valued at the lower of cost or net realizable value, with costs capitalized after regulatory approval (July 2024) when future commercialization is probable[36](index=36&type=chunk)[37](index=37&type=chunk) - Share-based compensation and liability-based awards (bonus rights) are fair valued using the Black-Scholes model, with changes in bonus rights fair value recognized in general and administrative expense[39](index=39&type=chunk)[41](index=41&type=chunk) - Warrant liabilities are measured at fair value using the Black-Scholes option pricing model, with changes recognized in the consolidated statements of operations and comprehensive loss[49](index=49&type=chunk)[50](index=50&type=chunk) - The company adopted ASU 2023-09 (Income Tax Disclosures) effective after **December 15, 2024**, and is evaluating ASU 2024-03 (Expense Disaggregation Disclosures) effective after **December 15, 2026**[61](index=61&type=chunk)[62](index=62&type=chunk) [NOTE 3 – R&D GRANT](index=15&type=section&id=NOTE%203%20%E2%80%93%20R%26D%20GRANT) - The Company was awarded a **$750,000 R&D grant** from the Army Medical Research and Material Command on June 5, 2023, for a pre-clinical study on ALPHA-1062 Intranasal for mild Traumatic Brain Injury (mTBI), with funds restricted for specified research and expiring **September 30, 2028**[63](index=63&type=chunk)[64](index=64&type=chunk) | Metric (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------- | :-------- | :-------- | | Cash received | $174,675 | $290,825 | | Grant income recognized | $71,095 | $272,340 | | Balance Sheet (As of) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Restricted cash | $58,400 | $17,872 | | Deferred income (receivable) | $23,936 | $(79,643) | [NOTE 4 – INVENTORY](index=16&type=section&id=NOTE%204%20%E2%80%93%20INVENTORY) | Inventory Type | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Raw materials | $- | $- | | Work in progress | $- | $615,133 | | Finished goods | $875,852 | $- | | Total | $875,852 | $615,133 | - During the six months ended June 30, 2025, the Company recognized **$67,919 in cost of sales**, compared to $nil in 2024[67](index=67&type=chunk) [NOTE 5 – BALANCE SHEET COMPONENTS](index=16&type=section&id=NOTE%205%20%E2%80%93%20BALANCE%20SHEET%20COMPONENTS) | Prepaid Expenses and Other Current Assets | June 30, 2025 | December 31, 2024 | | :---------------------------------------- | :------------ | :---------------- | | Other receivables | $140,272 | $253,426 | | Prepaid insurance and other expenses | $2,292,953 | $795,141 | | Prepaid legal expenses | $61,824 | $23,396 | | Total | $2,495,049 | $1,071,963 | | Accounts Payable and Accrued Liabilities | June 30, 2025 | December 31, 2024 | | :---------------------------------------- | :------------ | :---------------- | | Accounts payable | $752,334 | $872,676 | | Other accrued liabilities | $805,761 | $643,063 | | Accrued payroll and bonuses | $1,249,727 | $923,550 | | Total | $2,807,822 | $2,439,289 | [NOTE 6 – INTANGIBLE ASSETS](index=17&type=section&id=NOTE%206%20%E2%80%93%20INTANGIBLE%20ASSETS) - The Company's intangible assets, primarily licenses, had a net balance of **$402,196** as of June 30, 2025, down from **$412,969** at December 31, 2024[70](index=70&type=chunk) - A new patent granted on January 25, 2025, for 'Coated Tablets for pH-Dependent Release of Benzgalantamine' extended the estimated useful life of the related license from **5 years to 19 years**, effective **January 1, 2025**, resulting in a decrease in amortization expense by approximately **$28,700** for the six months ended June 30, 2025[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) | Year Ending December 31, | Estimated Annual Amortization Expense | | :----------------------- | :------------------------------------ | | 2025 | $10,774 | | 2026 | $21,546 | | 2027 | $21,546 | | 2028 | $21,546 | | 2029 | $21,546 | | Thereafter | $305,238 | | Total | $402,196 | [NOTE 7 – PROMISSORY NOTE](index=18&type=section&id=NOTE%207%20%E2%80%93%20PROMISSORY%20NOTE) - The **promissory note of $1,400,000** issued to Neurodyn Life Sciences Inc. (NLS) in March 2015 for the ALPHA-1062 Technology was fully repaid on **January 29, 2025**, with the principal balance outstanding reducing from **$911,463** at December 31, 2024, to $nil at June 30, 2025[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) [NOTE 8 – CONVERTIBLE DEBENTURES AND CONVERSION FEATURE LIABILITY](index=18&type=section&id=NOTE%208%20%E2%80%93%20CONVERTIBLE%20DEBENTURES%20AND%20CONVERSION%20FEATURE%20LIABILITY) - On **November 13, 2024**, convertible debentures issued on **September 24, 2024**, automatically converted into **801,413 Common Shares at $5.75 per share** following a Qualified Offering[78](index=78&type=chunk)[79](index=79&type=chunk)[81](index=81&type=chunk) - In connection with the conversion, the Company issued an additional **215,421 warrants** and repriced existing **430,805 warrants** from **$10.55 to $7.19 per share**[80](index=80&type=chunk)[81](index=81&type=chunk) [NOTE 9 – OTHER LONG-TERM LIABILITIES](index=18&type=section&id=NOTE%209%20%E2%80%93%20OTHER%20LONG-TERM%20LIABILITIES) - The Company's bonus rights liability increased from **$102,783** at December 31, 2024, to **$187,851** at June 30, 2025, with total compensation expense for bonus rights recognized within general and administrative expenses being **$82,598** for the six months ended June 30, 2025 (compared to a recovery of **$(23,371)** in 2024)[85](index=85&type=chunk) - The bonus rights agreements were amended on **April 16, 2024**, extending the vesting date to **April 28, 2027**, and reducing the grant price from **$39.50 to $29.75**[84](index=84&type=chunk) | Valuation Assumptions (Weighted Average) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Risk-free interest rate | 3.72% | 4.25% | | Expected life (in years) | 1.84 | 2.33 | | Volatility | 140.89% | 166.95% | | Weighted average fair value per bonus right | $4.33 | $3.30 | [NOTE 10 – STOCKHOLDERS' EQUITY](index=19&type=section&id=NOTE%2010%20%E2%80%93%20STOCKHOLDERS'%20EQUITY) - During the six months ended June 30, 2025, the Company issued **3,332 Common Shares** for the exercise of warrants, generating **$25,823 in proceeds**[87](index=87&type=chunk) | Warrants Activity | Number of Warrants | Weighted Average Exercise Price (as converted) | Remaining Contractual Term (Years) | | :---------------- | :----------------- | :--------------------------------------------- | :--------------------------------- | | Balance, Dec 31, 2024 | 3,635,962 | $7.37 | 3.30 | | Exercised | (3,332) | $7.75 | - | | Balance, Jun 30, 2025 | 3,632,630 | $7.40 | 2.80 | - Warrant liabilities increased significantly, with the derivative liability for CAD exercise prices rising from **$503,129 to $792,893 (a $289,764 loss)**, Initial and Additional Debenture Warrants from **$2,646,843 to $4,514,619 (a $1,867,776 loss)**, and Agent Warrants from **$2,670,386 to $4,537,055 (a $1,866,669 loss)** for the six months ended June 30, 2025, primarily due to the fundamental transaction clause linking volatility to Bloomberg's HVT function, causing them to fail the 'fixed-for-fixed' test and be classified as derivative liabilities[91](index=91&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - The 2025 Stock and Incentive Plan was approved on **June 19, 2025**, reserving **2,000,000 Common Shares** for equity-based compensation, with no awards granted as of June 30, 2025[101](index=101&type=chunk) | Share-Based Compensation Expense (Six Months Ended June 30) | 2025 | 2024 | | :---------------------------------------------------------- | :---------- | :-------- | | Research and development | $71,835 | $153,541 | | General and administrative | $2,831,108 | $453,867 | | Total share-based compensation | $2,902,943 | $607,408 | - Common Share options outstanding increased from **888,529** at December 31, 2024, to **2,101,696** at June 30, 2025, with **1,213,097 options** granted during the period[105](index=105&type=chunk) [NOTE 11 – CMS LICENSE AND COLLABORATION AGREEMENT](index=26&type=section&id=NOTE%2011%20%E2%80%93%20CMS%20LICENSE%20AND%20COLLABORATION%20AGREEMENT) - On **January 8, 2025**, the Company entered into an exclusive license agreement with CMS International Development and Management Limited for ZUNVEYL in the Asia-Pacific region (excluding Japan), Australia, and New Zealand[111](index=111&type=chunk) - The Company received a **$3.0 million upfront payment** and is eligible for up to **$11.0 million in development/regulatory milestones** and **$30.0 million in sales milestones**, plus **9% annual royalties on net sales**[112](index=112&type=chunk) - **$3.0 million upfront payment** was allocated to two performance obligations: **$2,525,900** for the intellectual property license (recognized in **Q1 2025**) and **$474,100** for regulatory, technical, and clinical assistance (recognized over time, with **$111,650** recognized as of June 30, 2025)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [NOTE 12 – RELATED PARTY TRANSACTIONS AND BALANCES](index=28&type=section&id=NOTE%2012%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS%20AND%20BALANCES) - The CEO's annual base compensation increased to **$625,000** and the COO's to **$500,000** on **February 18, 2025**[121](index=121&type=chunk)[123](index=123&type=chunk) - As of June 30, 2025, **$397,644** was owing to directors and officers, included in accounts payable and accrued liabilities, down from **$799,941** at December 31, 2024[125](index=125&type=chunk) | Key Management Personnel Compensation (Six Months Ended June 30) | 2025 | 2024 | | :--------------------------------------------------------------- | :---------- | :---------- | | Management fees and salaries in research and development | $41,680 | $372,786 | | Management fees and salaries in selling, general and administrative expenses | $1,233,828 | $725,279 | | Share-based compensation in research and development | $34,434 | $264,722 | | Share-based compensation in selling, general and administrative expenses | $1,261,617 | $453,868 | | Total related party transactions | $2,571,559 | $1,816,655 | [NOTE 13 – COMMITMENTS AND CONTINGENCIES](index=29&type=section&id=NOTE%2013%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) - Under the Memogain Technology License Agreement for ALPHA-1062, the Company has cumulative payment obligations to Galantos Pharma GmbH of up to **$17,613,000 (EUR 15,000,000)** and royalty payments (**3% of net sales, 10% of sublicensing revenue, 25% of upfront/milestone payments from sub-licensees**)[130](index=130&type=chunk) - As of June 30, 2025, the Company recognized **$797,389 in royalty fees** for ALPHA-1062, with **$755,944** paid[132](index=132&type=chunk) - The Company assumed obligations under a Royalty Agreement with Galantos Consulting, with cumulative payments up to **$3,523,000 (EUR 3,000,000)**, and recognized **$75,994 in royalty fees** as of June 30, 2025, with **$63,601** paid[133](index=133&type=chunk)[134](index=134&type=chunk) - For ALPHA-0602 Technology, the Company has a license agreement with NLS involving a **1.5% royalty on commercial sales (capped at $2,000,000)** and **10% of upfront payments exceeding $2,000,000**, but development of ALPHA-0602 technology was discontinued in **2024**[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[140](index=140&type=chunk) [NOTE 14 – NET LOSS PER SHARE](index=31&type=section&id=NOTE%2014%20%E2%80%93%20NET%20LOSS%20PER%20SHARE) | Metric (Three Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Net loss – basic and diluted | $(10,488,952) | $(2,115,512) | | Weighted average shares | 16,020,702 | 6,009,373 | | Net loss per share | $(0.65) | $(0.35) | | Metric (Six Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Net loss – basic and diluted | $(12,495,495) | $(7,118,223) | | Weighted average shares | 16,020,015 | 5,877,006 | | Net loss per share | $(0.78) | $(1.21) | - Potentially dilutive common shares, including 3,632,630 warrants and 2,101,696 common share options as of June 30, 2025, were excluded from diluted net loss per share computation because their effect would have been anti-dilutive[143](index=143&type=chunk) [NOTE 15 – SUBSEQUENT EVENTS](index=31&type=section&id=NOTE%2015%20%E2%80%93%20SUBSEQUENT%20EVENTS) - Subsequent to June 30, 2025, the Company granted **9,600 Common Shares options** to employees with exercise prices of **$11.24 and $9.11 per share**, vesting over three years[144](index=144&type=chunk) - The Company issued **9,090 Common Shares** on **July 23, 2025**, for **$70,448** and **128,578 Common Shares** on **August 6, 2025**, for **$923,190**, both from warrant exercises[144](index=144&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=32&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on Alpha Cognition Inc.'s financial condition and results of operations, highlighting the launch of ZUNVEYL, operational challenges, funding strategies, and key financial performance drivers for the periods ended June 30, 2025, and 2024 [Overview](index=32&type=section&id=Overview) - Alpha Cognition Inc. is a commercial-stage biopharmaceutical company focused on neurodegenerative diseases, with ZUNVEYL (for mild-to-moderate Alzheimer's disease) launched on **March 17, 2025**, targeting long-term care facilities[146](index=146&type=chunk)[147](index=147&type=chunk) - ZUNVEYL's Wholesale Acquisition Cost (WAC) is set at **$749 per month**, aiming to balance patient access with innovative healthcare value[147](index=147&type=chunk) - The Company has three additional pre-clinical development programs: ZUNVEYL in combination with memantine, ALPHA-1062 sublingual formulation, and ALPHA-1062 intranasal (ALPHA-1062IN) for mTBI. ALPHA-0602, ALPHA-0702 & ALPHA-0802 (Progranulin and GEMs) are pre-clinical assets that the Company will seek to out-license[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) - The Company's common shares commenced trading on The Nasdaq Capital Market under 'ACOG' on **November 12, 2024**, following delisting from the CSE[150](index=150&type=chunk) [Operations](index=33&type=section&id=Operations) - As of June 30, 2025, the Company had a deficit of **$88,780,533** (compared to **$76,285,038** at December 31, 2024) and **$39,463,610** in cash and cash equivalents[151](index=151&type=chunk) - Management believes it has sufficient working capital but will need to raise additional capital for planned R&D, ZUNVEYL commercialization, and operating costs, exploring dilutive and non-dilutive strategic sources[151](index=151&type=chunk)[152](index=152&type=chunk) - A **1-for-25 reverse stock split** of common shares was completed on **November 5, 2024**[152](index=152&type=chunk)[153](index=153&type=chunk) [Components of our Results of Operations](index=33&type=section&id=Components%20of%20our%20Results%20of%20Operations) - Research and development expenses include costs for clinical supplies, non-clinical materials, contract manufacturers, employee-related expenses (salaries, benefits, stock-based compensation), travel, and consulting services[154](index=154&type=chunk)[158](index=158&type=chunk) - General and administrative expenses cover personnel costs, professional services (legal, HR, audit, accounting), consulting, pre-commercialization expenses (selling and marketing), and public company compliance costs[155](index=155&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) | Metric (Three Months Ended June 30) | 2025 | 2024 | Dollar Change | Percentage Change | | :---------------------------------- | :------------ | :------------ | :------------ | :---------------- | | Total revenue | $1,657,687 | $- | $1,657,687 | 100% | | Total costs and expenses | $7,394,688 | $2,421,211 | $4,973,477 | 205% | | Net loss and comprehensive loss | $(10,488,952) | $(2,115,512) | $(8,373,440) | 396% | | Net loss per share | $(0.65) | $(0.35) | $(0.30) | 86% | | Metric (Six Months Ended June 30) | 2025 | 2024 | Dollar Change | Percentage Change | | :---------------------------------- | :------------ | :------------ | :------------ | :---------------- | | Total revenue | $4,586,341 | $- | $4,586,341 | 100% | | Total costs and expenses | $14,009,774 | $6,832,729 | $7,177,045 | 105% | | Net loss and comprehensive loss | $(12,495,495) | $(7,118,223) | $(5,377,272) | 76% | | Net loss per share | $(0.78) | $(1.21) | $0.43 | (36)% | - Research and development expenses decreased by **67% ($650,080)** for the three months and **62% ($1,159,285)** for the six months ended June 30, 2025, primarily due to lower product development costs and reduced management/employee time allocated to R&D after FDA approval in July 2024[161](index=161&type=chunk)[162](index=162&type=chunk) - General and administrative expenses increased by **356% ($5,103,834)** for the three months and **143% ($6,995,273)** for the six months ended June 30, 2025, driven by expansion in commercial operations, ZUNVEYL launch, and increased share-based compensation, partially offset by a decrease in consulting fees for capital raising[163](index=163&type=chunk)[164](index=164&type=chunk) - Interest income significantly increased by **19,577% ($422,866)** for the three months and **6,194% ($881,472)** for the six months ended June 30, 2025, reflecting higher interest earned on the Company's cash[165](index=165&type=chunk) - Grant income decreased to **$nil** for the three months ended June 30, 2025 (from **$138,561** in 2024) and to **$71,095** for the six months ended June 30, 2025 (from **$272,340** in 2024)[166](index=166&type=chunk) - The Company recorded a loss of **$5,172,091** on warrant liabilities for the three months ended June 30, 2025 (compared to a gain of **$187,056** in 2024), and a loss of **$4,024,209** for the six months ended June 30, 2025 (compared to a loss of **$432,933** in 2024), primarily due to additional derivatives from the convertible debenture conversion and US IPO in November 2024, and stock price fluctuations[168](index=168&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company relies on external financing (debt, equity offerings, collaborations) to fund operations and commercialization of ZUNVEYL, as it does not yet generate substantial product revenue[169](index=169&type=chunk)[173](index=173&type=chunk) - Expenses are expected to increase substantially with ZUNVEYL commercialization, R&D, clinical trials, personnel hiring, and public company costs[170](index=170&type=chunk) - Existing cash, cash equivalents, and marketable securities are estimated to fund operations and initial ZUNVEYL commercialization costs for at least the **next 24 months**, but additional capital will be needed to further advance commercialization plans[172](index=172&type=chunk) - On **September 24, 2024**, the Company closed a **$4.545 million bridge financing** through convertible notes and warrants, which automatically converted into common shares and additional warrants upon the **November 13, 2024**, public offering[175](index=175&type=chunk)[176](index=176&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) - On **November 13, 2024**, the Company completed a public offering of **8,695,653 common shares at $5.75 per share**, raising approximately **$50 million in gross proceeds ($46.15 million net)**[177](index=177&type=chunk)[199](index=199&type=chunk) - As of June 30, 2025, approximately **$5.59 million** of the net proceeds from the public offering were spent on ZUNVEYL commercialization, **$1.33 million** on CMC activities, **$0.91 million** on loan repayment, and **$4.02 million** for working capital, with **$34.3 million** remaining[200](index=200&type=chunk) | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | Dollar Change | Percentage Change | | :-------------------------------------------- | :-------------- | :-------------- | :-------------- | :---------------- | | Cash used in operating activities | $(8,183,776) | $(3,873,814) | $(4,309,962) | 111% | | Cash used in investing activities | $(71,585) | $- | $(71,585) | 100% | | Net cash provided by (used in) financing activities | $(845,111) | $3,573,424 | $(4,418,535) | (124)% | [Contractual Obligations and Other Commitments](index=42&type=section&id=Contractual%20Obligations%20and%20Other%20Commitments) - The Company has existing license agreements for ALPHA-1062 and ALPHA-0602 technology and expects to enter into additional agreements for R&D, manufacturing, and collaborations, which may involve upfront payments and long-term capital commitments[185](index=185&type=chunk) [Critical Accounting Estimates](index=42&type=section&id=Critical%20Accounting%20Estimates) - There have been no significant changes to the Company's critical accounting estimates since December 31, 2024[188](index=188&type=chunk) [Emerging Growth Company Status and Smaller Reporting Company Status](index=43&type=section&id=Emerging%20Growth%20Company%20Status%20and%20Smaller%20Reporting%20Company%20Status) - The Company qualifies as an emerging growth company and has elected to use the extended transition period for new or revised accounting standards, adopting them at the same time as private companies[189](index=189&type=chunk) - The Company is also a smaller reporting company, allowing it to take advantage of scaled disclosures[190](index=190&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=43&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Alpha Cognition Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[191](index=191&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=43&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Alpha Cognition Inc.'s management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, and there have been no material changes in internal control over financial reporting during the period - As of **June 30, 2025**, the CEO and CFO concluded that the Company's disclosure controls and procedures were effective[192](index=192&type=chunk) - There have been no material changes in internal control over financial reporting during the **six months ended June 30, 2025**[193](index=193&type=chunk) [PART II – OTHER INFORMATION](index=44&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=44&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Alpha Cognition Inc. is not currently a party to any material legal proceedings, though it may be involved in various legal claims in the normal course of business - The Company is not currently a party to any material legal proceedings[195](index=195&type=chunk) [ITEM 1A. RISK FACTORS](index=44&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes have occurred from the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2024[196](index=196&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=44&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Alpha Cognition Inc. did not engage in any unregistered sales of equity securities or repurchase any equity securities during the six months ended June 30, 2025. The Company has utilized approximately $11.85 million of the net proceeds from its November 2024 public offering for commercialization, CMC activities, loan repayment, and working capital, with $34.3 million remaining - The Company did not repurchase any of its equity securities during the **six months ended June 30, 2025**[198](index=198&type=chunk) - Approximately **$5.59 million** of the net proceeds from the November 2024 public offering were spent on ZUNVEYL commercialization, **$1.33 million** on CMC activities, **$0.91 million** on loan repayment, and **$4.02 million** for working capital and general corporate purposes[200](index=200&type=chunk) - As of June 30, 2025, the Company has approximately **$34.3 million** of the net proceeds remaining[200](index=200&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=44&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) Alpha Cognition Inc. reported no defaults upon senior securities - There were no defaults upon senior securities[201](index=201&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURE](index=44&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURE) This item is not applicable to Alpha Cognition Inc. - This item is not applicable[202](index=202&type=chunk) [ITEM 5. OTHER INFORMATION](index=44&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the quarter ended June 30, 2025, no directors or officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - During the **quarter ended June 30, 2025**, none of the Company's directors or officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements[204](index=204&type=chunk) [ITEM 6. EXHIBITS](index=45&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the report, including organizational documents, specimen share certificates, warrant forms, convertible note forms, certifications, and XBRL taxonomy extensions [SIGNATURES](index=46&type=section&id=SIGNATURES) The report is duly signed on behalf of Alpha Cognition Inc. by Michael McFadden, Chief Executive Officer, on August 14, 2025 - The report was signed by Michael McFadden, Chief Executive Officer of Alpha Cognition Inc., on **August 14, 2025**[207](index=207&type=chunk)

Core Viewpoint - Alpha Cognition Inc. (ACOG) has received a Zacks Rank 1 (Strong Buy) upgrade, indicating a positive outlook on its earnings estimates, which significantly influence stock prices [1][3]. Earnings Estimates and Stock Price Impact - The Zacks rating system is based on changes in earnings estimates, which are strongly correlated with near-term stock price movements [4][6]. - An increase in earnings estimates typically leads to higher fair value calculations by institutional investors, resulting in stock price movements [4]. Recent Performance and Future Outlook - Alpha Cognition Inc. is expected to earn -$1.42 per share for the fiscal year ending December 2025, with no year-over-year change [8]. - Over the past three months, the Zacks Consensus Estimate for Alpha Cognition Inc. has increased by 49.3%, reflecting a positive trend in earnings estimates [8]. Zacks Rating System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with Zacks Rank 1 stocks historically generating an average annual return of +25% since 1988 [7]. - The upgrade of Alpha Cognition Inc. to Zacks Rank 1 places it in the top 5% of Zacks-covered stocks, indicating strong potential for near-term price appreciation [10].

Group 1 - Alpha Cognition Inc. (ACOG) is currently ranked 7 in the Zacks Sector Rank among 989 companies in the Medical group, indicating strong performance relative to peers [2] - ACOG has a Zacks Rank of 1 (Strong Buy), suggesting it is poised to outperform the broader market in the next one to three months [3] - Over the past three months, the Zacks Consensus Estimate for ACOG's full-year earnings has increased by 49.3%, reflecting improved analyst sentiment and a positive earnings outlook [4] Group 2 - Year-to-date, ACOG has gained approximately 58.4%, while the average performance of Medical group stocks has declined by about 3.7%, demonstrating ACOG's strong outperformance [4] - ACOG belongs to the Medical - Biomedical and Genetics industry, which includes 497 companies and is currently ranked 85 in the Zacks Industry Rank; this industry has seen an average loss of 3.4% this year, further highlighting ACOG's superior performance [6] - Astellas Pharma Inc. (ALPMY), another stock in the Medical sector, has a year-to-date return of 0.9% and a Zacks Rank of 1 (Strong Buy), with its EPS consensus estimate increasing by 15.2% over the past three months [5][6]

Core Viewpoint - Alpha Cognition Inc. (ACOG) is showing potential for a bullish breakout as it has reached a key support level and experienced a "golden cross" in its moving averages [1]. Group 1: Technical Indicators - ACOG's 50-day simple moving average has crossed above its 200-day simple moving average, indicating a bullish signal known as a "golden cross" [1]. - The golden cross is characterized by three stages: a downtrend followed by a crossover of the shorter moving average over the longer one, and finally an upward price movement [2]. - ACOG's shares have increased by 8.1% over the past four weeks, reinforcing the bullish sentiment [3]. Group 2: Earnings Expectations - ACOG is currently rated 2 (Buy) on the Zacks Rank, suggesting strong potential for a breakout [3]. - There have been two upward revisions in earnings expectations for the current quarter, with no downward changes, indicating positive sentiment among analysts [3]. - The Zacks Consensus Estimate for ACOG has also moved higher, further supporting the bullish outlook [3]. Group 3: Investment Consideration - Given the technical indicators and positive earnings revisions, ACOG should be considered for inclusion on investors' watchlists [5].

Core Insights - Alpha Cognition is a relatively unknown pharmaceutical company that launched its first commercial product, Zunveyl (benzgalantamine), in March for the symptomatic treatment of mild-to-moderate Alzheimer's disease [1] - The company received FDA approval for Zunveyl in July 2024, marking a significant milestone in its product development [1] Company Overview - Alpha Cognition operates in the pharmaceutical industry, focusing on treatments for Alzheimer's disease [1] - The launch of Zunveyl represents the company's entry into the market with a product aimed at addressing a critical health issue [1] Product Details - Zunveyl is specifically designed for the symptomatic treatment of mild-to-moderate Alzheimer's disease, indicating a targeted approach to a prevalent condition [1] - The approval from the FDA is a crucial step for the company, as it allows for commercial sales and distribution of Zunveyl [1]

Financial Performance - Alpha Cognition Inc. reported a quarterly loss of $0.20 per share, significantly better than the Zacks Consensus Estimate of a loss of $0.58, and an improvement from a loss of $0.75 per share a year ago, representing an earnings surprise of 65.52% [1] - The company posted revenues of $2.93 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 26.78%, compared to zero revenues a year ago [2] Stock Performance - Alpha Cognition Inc. shares have increased approximately 16.5% since the beginning of the year, outperforming the S&P 500's gain of 0.2% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.84 on revenues of $0.96 million, and for the current fiscal year, it is -$2.93 on revenues of $10.03 million [7] - The estimate revisions trend for Alpha Cognition Inc. is currently unfavorable, resulting in a Zacks Rank 4 (Sell) for the stock, indicating expected underperformance in the near future [6] Industry Context - The Medical - Biomedical and Genetics industry, to which Alpha Cognition Inc. belongs, is currently in the top 28% of over 250 Zacks industries, suggesting a favorable industry outlook [8]