Form 8-K

8-K — Alpha Cognition Inc.

Accession: 0001213900-26-043517

Filed: 2026-04-14

Period: 2026-04-10

CIK: 0001655923

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0285983-8k_alpha.htm (Primary)

EX-10.1 — SETTLEMENT AGREEMENT AND MUTUAL RELEASE WITH GALANTOS DATED APRIL 10, 2026 (ea028598301ex10-1.htm)

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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

EX-10.1 — SETTLEMENT AGREEMENT AND MUTUAL RELEASE WITH GALANTOS DATED APRIL 10, 2026

EX-10.1

Filename: ea028598301ex10-1.htm · Sequence: 2

Exhibit

10.1

Execution

Version

Settlement

Agreement and Mutual Release

This

Settlement Agreement and Mutual Release (this “Agreement”) is entered into as of the date of the last

signature (the “Effective Date”),

and between:

Galantos

Pharma GmbH i.L., a company in liquidation and incorporated under the laws of the Federal Republic of Germany, with its registered

office at Neuweg 16a, 55218 Ingelheim, Germany (“Galantos”),

and

Alpha

Cognition Inc., a corporation existing under the laws of Canada, with its principal place of business at 1200 – 750 West Pender

Street, Vancouver, BC, V6C 2T8, Canada (“Alpha”),

each

a “Party” and together the “Parties.”

RECITALS

A. Galantos

and Neurodyn Life Sciences Inc., a corporation incorporated under the British Columbia Business

Corporations Act (“Neurodyn”) entered into that certain Memogain

Asset Purchase Agreement dated as of August 23, 2013 (the “APA”),

pursuant to which Galantos sold and assigned all rights, title and interest in and to

the Memogain Technology, the Memogain Trademarks and the Memogain Assets, including the Benzgalantamine

technology (as those terms are defined in the APA) to Neurodyn, against payment of royalties

as set forth in Clause 3 of the APA.

B. Alpha

acquired and assumed all rights and obligations under the APA from Neurodyn 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 in accordance with Clause 2.3 of the APA.

Pg. 1 of 8

C. Up

and until the Effective Date Galantos has received royalty payments under the APA in an aggregate

amount of EUR 785,780 (the “Paid Royalties”).

D. Galantos

is in a process of liquidation and winding up its affairs. Upon completion of its liquidation

and winding up in accordance with applicable laws, Galantos shall be deemed fully dissolved

and shall cease to exist as a legal entity. Accordingly, from such date, Galantos shall have

no further rights, obligations, or liabilities and shall no longer pursue any activities,

claims or proceedings of any kind, except as may be required by law to complete the winding-up

process.

E. Galantos,

acting by and through its duly appointed liquidator, and Alpha now wish to settle all remaining

royalty payment and other obligations under the APA against a one-time payment.

F. All

capitalized terms used but not otherwise defined in this Agreement shall have the respective

meanings given to such terms in the APA.

Now,

therefore, in exchange for and in consideration of the mutual promises and covenants contained herein, along with other good and valuable

consideration, the Parties hereby agree as follows:

1. Definitions

Capitalized

terms used but not otherwise defined herein shall have the meaning as set out in the APA.

2. Settlement

Payment

Alpha

shall pay to Galantos an amount of EUR 51,000 (in words: five million two hundred fourteen thousand two hundred twenty euros)

(the “Settlement Payment”).

The

Parties acknowledge and agree that approximately EUR 55,000 of the Settlement Payment above economically relates to royalty

entitlements accrued during the fiscal year 2025. This attribution is agreed solely for documentation purposes and shall not affect

the payment date or payment obligation.

Pg. 2 of 8

The

Settlement Payment shall be sent to Galantos by 15 April 2026 at the latest to the following bank account of Galantos:

[***]

All

payments will be made by electronic bank transfer in immediately available funds free of bank charges or other fees and will be deemed

validly made when the transfer order is unconditionally and irrevocably made.

The

Parties agree that the Settlement Amount payable under this Agreement is not subject to value added tax (“VAT”) pursuant

to the provisions of the German Value Added Tax Act; provided that, if any VAT is determined to be due in connection with the

Settlement Amount, such VAT shall be borne and paid solely by Galantos, and Alpha shall have no responsibility or liability with respect

to such VAT. The Parties further agree that the Settlement Amount represents final payment by Alpha with respect to the Royalty Payments

due to Galantos under Clause 3 of the APA, and no further payments shall be due.

3. Waiver

and Release

3.1

Release of Claims by Galantos.

(a)

General Release. Galantos, for itself and its agents, attorneys, successors and assigns, and anyone acting or claiming to act

on behalf of Galantos, hereby waives, releases, and forever discharges Alpha and its agents, attorneys, successors and assigns (collectively,

the “Released Alpha Parties”) from any and all claims, causes of action or demands (collectively, (“Claims”)

for damages, costs, expenses, liabilities, grievances, or other losses, whether known or unknown, that in any way arise from, grow out

of, or are related to the APA.

(b)

Covenant Not to Sue. Galantos hereby covenants and agrees not to file, commence or initiate any suits, grievances, demands, or

causes of action against the Released Alpha Parties based upon or relating to any of the Claims released and forever discharged pursuant

to this Agreement. If Galantos breaches this covenant not to sue, Galantos hereby agrees to pay all of the reasonable costs and attorneys’

fees actually incurred by the Released Alpha Parties in defending against such claims, demands, or causes of action, together with such

and further damages as may result, directly or indirectly, from that breach. Moreover, Galantos agrees that it will not persuade or instruct

any person to file a suit, claim, or complaint with any state or federal court or administrative agency against the Released Alpha Parties.

The Parties intend that this paragraph and the release of claims herein be construed as broadly as lawfully possible. Notwithstanding

the above, no rights granted to Galantos under this Agreement or the APA shall be released or otherwise waived by the release set forth

in this Section 3.1.

Pg. 3 of 8

3.2

Release of Claims by Alpha.

(a)

General Release. Alpha, for itself and its agents, attorneys, successors and assigns, and anyone acting or claiming to act on

behalf of Alpha, hereby waives, releases, and forever discharges Galantos and its agents, attorneys, heirs, administrators, executors,

successors and assigns (collectively, the “Released Galantos Parties”) from any and all Claims for damages, costs, expenses,

liabilities, grievances, or other losses, whether known or unknown, that in any way arise from, grow out of, or are related to the APA.

(b)

Covenant Not to Sue. Alpha hereby covenants and agrees not to file, commence or initiate any suits, grievances, demands, or causes

of action against the Released Galantos Parties based upon or relating to any of the Claims released and forever discharged pursuant

to this Agreement. If Alpha breaches this covenant not to sue, Alpha hereby agrees to pay all of the reasonable costs and attorneys’

fees actually incurred by the Released Galantos Parties in defending against such claims, demands, or causes of action, together with

such and further damages as may result, directly or indirectly, from that breach. Moreover, Alpha agrees that Alpha will not persuade

or instruct any person to file a suit, claim, or complaint with any state or federal court or administrative agency against the Released

Galantos Parties. The Parties intend that this paragraph and the release of claims herein be construed as broadly as lawfully possible.

Notwithstanding the above, no rights granted to Alpha under this Agreement or the APA shall be released or otherwise waived by the release

set forth in this Section 3.2.

3.3

The Parties agree that the rights and obligations contained in Sections 3.1 and 3.2 shall be subject to payment of the Settlement Amount

in full.

4. No

Disparagement.

Each

Party agrees not to make any negative or disparaging statements or remarks concerning the other Party to any third person which might

reasonably result in the public disclosure of such negative or disparaging statements or remarks in the form of newspaper or magazine

articles, television or radio broadcasts, book publications, speeches, addresses or seminars. The Parties acknowledge and agree that

the foregoing provision applies to posting information on the Internet and/or social media outlets. This provision shall be construed

as broadly as state and/or federal law permit, but no more broadly than permitted by applicable state and/or federal law. The Parties

acknowledge and agree that this Section 4 shall not be interpreted to prevent either Party from providing truthful testimony under oath.

Pg. 4 of 8

5. Non-Disclosure

of this Agreement.

Each

Party agrees to maintain absolute confidentiality and secrecy concerning the terms of this Agreement and will not reveal or disseminate

by publication in any manner whatsoever this document or any matters pertaining to it to any other person, including but not limited

to any past or present employee, officer, manager or director of Company or any media representative, except as required by legal process.

This confidentiality provision does not apply to communications necessary between immediate family members, legal and financial planners,

or tax preparers who are also bound by this confidentiality provision.

6. Representations

and Warranties of the Parties.

Each

Party hereby certifies, represents, and warrants to, and for the benefit of, the other Party, as follows:

(a) Alpha

is duly organized, validly existing entity and in good standing under the laws of Canada

and has all requisite power and authority to own, lease and operate its properties and to

carry on its business as now being conducted.

(b) Galantos

is a company incorporated under the laws of the Federal Republic of Germany, and it is currently

in liquidation in accordance with applicable law.

Party has all necessary power and authority to execute and deliver this Agreement and to

consummate the transactions contemplated hereby. With respect to Galantos, such authority

has been duly granted to and is being exercised by a liquidator, appointed in accordance

with applicable law and procedures. This Agreement constitutes a legal, valid, and binding

obligation of each Party, and, assuming the due authorization, execution and delivery of

this Agreement by each Party, enforceable against the other Party in accordance with its

terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium,

or other laws of general application affecting enforcement of creditors’ rights and

(ii) general principles of equity that restrict the availability of equitable remedies.

(d) The

execution, delivery, and performance of this Agreement by each Party will not (i) conflict

with, breach, or result (with or without due notice, the passage of time or both) in a default

(or give rise to any right of termination, cancellation, or acceleration) under any provision

of any contract, agreement, commitment, or restriction of any kind to which such Party is

a party or by which it is bound, (ii) violate any applicable law, statute, judgment, decree,

order, regulation, or rule of any court or governmental authority applicable to such Party

or its properties or assets, or (iii) require any waiver by, consent or approval of, or any

filing or registration with, any creditor of such Party; provided that, if a waiver,

consent or approval by the liquidator of Galantos is required for the execution, delivery,

and performance of this Agreement, such waiver, consent or approval has been duly obtained

prior to the execution of this Agreement.

Pg. 5 of 8

(e) There

is no action, suit, claim, proceeding, arbitration, governmental inquiry, or investigation

pending or, to each Party’s knowledge, threatened against such Party at law or in equity

before or by any instrumentality, domestic or foreign, which, if adversely determined, would

be reasonably likely to prevent in any material respect the consummation of the transactions

contemplated by this Agreement.

7. Indemnification.

The representations, warranties, covenants, and agreements contained herein and all related

rights to indemnification shall survive the termination of this Agreement.

(a) Galantos,

to the extent permitted under applicable law and within the scope of its liquidation, shall

indemnify, defend and hold harmless, Alpha and its affiliates and their respective shareholders,

members, managers, directors, officers, agents, employees, affiliates and assigns from and

against any and all losses, liabilities, damages, costs or expenses (including reasonable

attorneys’ fees) arising out of or related to any inaccuracy in or any breach of any

representation, warranty, covenant or agreement of Galantos contained in this Agreement.

(b) Alpha

shall indemnify, defend and hold harmless, Galantos and its affiliates and their respective

shareholders, members, managers, directors, officers, agents, employees, affiliates and assigns

from and against any and all losses, liabilities, damages, costs or expenses (including reasonable

attorneys’ fees) arising out of or related to any inaccuracy in or any breach of any

representation, warranty, covenant or agreement of Alpha contained in this Agreement.

8. Future

Cooperation. Each of Galantos and Alpha agrees to cooperate with one another at all times

from and after the Effective Date with respect to any of the matters described herein, and

to execute any further deeds, bills of sale, assignments, releases, assumptions, notifications,

or other documents as may be reasonably requested by the other Party for the purpose of giving

effect to, evidencing or giving notice of the transactions evidenced by this Agreement; provided,

however, that in the case of Galantos, any such future cooperation shall be undertaken within

the scope of its ongoing liquidation.

9. Entire

Agreement; Amendments. This Agreement sets forth the entire understanding of the Parties

and supersedes all prior agreements or understandings, whether written or oral, with respect

to the subject matter hereof. No terms, conditions or warranties, other than those contained

herein, and no amendments or modifications hereto, shall be valid unless made in writing

and signed by the Parties intended to be bound thereby.

10. Waiver;

Remedies. Waiver by either Party of any breach of or exercise of any rights under this

Agreement shall not be deemed to be a waiver of similar or other breaches of rights or a

future breach of the same duty. The failure of a Party to take any action by reason of any

such breach or to exercise any such right shall not deprive any Party of the right to take

any action at any time while such breach or condition giving rise to such right continues.

Except as expressly limited by this Agreement, the Parties shall have all remedies permitted

to them by this Agreement or law, and all such remedies shall be cumulative.

Pg. 6 of 8

11. Benefit/Assignment.

Subject to any provisions herein to the contrary, this Agreement shall inure to the benefit

of and be binding upon the Parties and their respective legal representatives, successors

and assigns; provided, however, that neither Party may assign this Agreement or any of such

Party’s rights or obligations hereunder without the prior written consent of the other

Party.

12. No

Strict Construction. The Parties have participated jointly in the negotiation and drafting

of this Agreement. In the event an ambiguity or question of intent or interpretation arises,

this Agreement shall be construed as if drafted jointly by the Parties, and no presumption

or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship

of any of the provisions of this Agreement.

13. Expenses.

Each Party shall pay its own expenses in connection with the negotiation, execution and performance

of this Agreement, the transactions described in this Agreement, and all things required

to be done by it pursuant to this Agreement, including counsel fees, brokerage, finder or

financial advisor fees, filing fees and accounting fees.

14. Governing

Law; Exclusive Jurisdiction. This Agreement shall be governed by the laws of Germany

excluding the United Nations Convention for the International Sale of Goods (CISG) and the

conflict of law rules. Any legal suit, action, or proceeding arising out of or based upon

this Agreement or the transactions contemplated hereby shall be instituted in the courts

of Germany in accordance with place of business of Galantos.

15. Costs

and Attorneys’ Fees. In the event of a dispute between the Parties with respect

to the interpretation or enforcement of the terms hereof, the prevailing Party shall be entitled

to collect from the other Party its reasonable costs and attorneys’ fees, including

its costs and fees on appeal, if any.

16. Invalid

Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable

under present or future laws effective during the term hereof, such provision shall be fully

severable, this Agreement shall be construed and enforced as if such illegal, invalid or

unenforceable provision had never comprised a part hereof, and the remaining provisions of

this Agreement shall remain in full force and effect and shall not be affected by the illegal,

invalid or unenforceable provision or its severance from this Agreement. Furthermore, in

lieu of such illegal, invalid or unenforceable provision, there shall be added automatically

as part hereof a provision as similar in terms, but in any event no more restrictive than,

such illegal, invalid or unenforceable provision as may be possible and be legal, valid and

enforceable.

17. Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an

original for all purposes and all of which shall be deemed collectively to be one agreement.

Signatures given by facsimile or portable document format (or similar format) shall be binding

and effective to the same extent as original signatures.

Signatures

follow on the next page

Pg. 7 of 8

WITNESS WHEREOF, the undersigned have hereunto set their names on the date indicated below.

GALANTOS

PHARMA GMBH i.L.

/s/ Max Carlos Maelicke

Mr.

Max Carlos Maelicke

Liquidator

ALPHA

COGNITION INC.

/s/ Michael McFadden

/s/ Henry Du

Mr.

Michael McFadden

Mr.

Henry Du

Chief

Executive Officer

Chief

Financial Officer

Pg. 8 of 8

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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