Alpha Cognition股東年會完成董事會改組 任命Robert Wills為非執行主席

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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):
June 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 June 16, 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 Dr. 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.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 16, 2026, the Company held the Meeting.
The Meeting was held in person at Timarron Country Club, 1400 Byron Nelson Pkwy, Southlake, Texas 76092.

 

As of the record date, April 24, 2026, there were
a total of 21,774,104 shares of common stock issued and outstanding, no restricted shares of common stock issued and outstanding, and
316,655 preferred shares of common stock issued and outstanding and entitled to vote at the Meeting. At the Meeting, 10,535,277 shares
of common stock and preferred shares of common stock were represented in person or by proxy; therefore, a quorum was present. The final
voting results for the matters submitted to a vote of stockholders were as follows:

 

Proposal No. 1 - Number of Directors

 

To set the number of directors that constitutes
the Board at six directors:

 

 
 Votes For  
 Votes Against  
 Abstentions  
 Broker Non Votes 

 
  10,516,942  
  11,980  
  6,355  
  0 

 

 

Proposal No. 2 - Election of Directors

 

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

 

 
 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 

 

 

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)

 
 

 1

  

 

 

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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