Alpha Cognition Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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) |
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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: April 14, 2026 | ||
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