ACOG · Alpha Cognition Inc. Common Stock

This settlement resolves long-standing contingent financial obligations tied to Alpha Cognition’s acquisition of Memogain technology rights originally held by Galantos. The EUR 5.21 million payment extinguishes all future royalty and milestone liabilities under the 2013 asset purchase agreement — obligations that Alpha inherited through layered license agreements, including the March 2023 Second Amended Memogain Technology License Agreement. By settling now, Alpha eliminates both cash outflow uncertainty over an indeterminate future period and legal exposure related to performance or calculation disputes under the original agreement. The 40% discount cited reflects management’s internal valuation of projected payments, suggesting meaningful near-term cash outlay but substantial reduction in total expected liability. Given Galantos’s status as a company in active liquidation — explicitly noted in both the main filing and Exhibit 10.1 — the settlement also mitigates counterparty risk: Galantos will cease to exist upon completion of winding-up, making enforcement of residual claims impractical. For investors, this event improves financial predictability and removes a legacy liability from Alpha’s balance sheet and forward-looking commitments, though it requires immediate use of EUR 5.21 million in cash resources. No disclosure is made regarding funding source, impact on liquidity, or effect on future R&D or commercialization plans for Memogain-related assets.