Alpha Cognition Inc. Commitments Disclosure

NOTE 16 – COMMITMENTS AND CONTINGENCIES

  

ALPHA-1062 Technology

  

In March 2015, the Company entered into the Memogain Technology License Agreement (“License Agreement”) with NLS for the exclusive right and license to further develop and exploit the ALPHA-1062, formerly Memogain, Technology. The License Agreement set out the consideration as follows:

  

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The Company assumed all of NLS’s obligations under the Memogain Asset Purchase Agreement which consisted of cumulative total payments to Galantos Pharma GmbH (“Galantos”) of $11,739,000 (EUR 10,000,000), the cumulative total may be increased to $17,609,000 (EUR 15,000,000) subject to certain provisions, involving sub-licensing the ALPHA-1062 technology and Company the receiving an upfront out-licensing payment of no less than $9,391,000 (EUR 8,000,000). Royalty payments, are determined as follows (collectively the “Galantos Royalty Payments”):

  

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3% of the net sales revenue received by the Company from the sale of any products relating to the ALPHA-1062 Technology;

  

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10% of any sublicensing revenue; and

  

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25% of an upfront payment or milestone payment paid by a sub-licensee to the Company;

  

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Upon completion of the Galantos Royalty Payments, a royalty payment to NLS of 1% of the revenue received from the ALPHA-1062 Technology by the Company over $100 million per annum; and

  

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The issuance of a promissory note of $1,400,000 to NLS (Note 6).

  

The expiration date is twenty years from the Commencement Date (March 15, 2035) or the expiration of the last patent obtained (existing patents extend through 2042) pursuant, whichever event shall last occur, unless earlier terminated pursuant to bankruptcy or insolvency of the licensee; court order against the licensee; or a winding up, liquidation or termination of the existence of the licensee occurs.

 

During the year ended December 31, 2025, the Company made Galantos Royalty Payments totaling $911,812. At December 31, 2025, accrued Galantos Royalty Payments that remain unpaid totaled $58,962..

 

On January 1, 2016, the Company assumed NLS’s obligations under a Royalty Agreement with Galantos Consulting dated August 31, 2013, which consist of cumulative total payments to Galantos Consulting of $2,348,000 (EUR 2,000,000), the cumulative total may be increased to $3,522,000 (EUR 3,000,000) subject to certain provisions, which is to be paid as follows (collectively the “Galantos Consulting Payments”):

 

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1% of the net sales revenue received by the Company from the sale of any products relating to the ALPHA-1062 Technology;

 

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2% of any sublicensing revenue; and

 

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2% of an upfront payment or milestone payment paid by a sub-licensee to the Company.

 

The termination date is set as the date at which no further payments of any nature are due.

  

During the year ended December 31, 2025, the Company made Galantos Consulting Payments totaling $82,232. At December 31, 2025, accrued Galantos Consulting Payments that remain unpaid totaled $19,654.

  

Legal Proceedings

  

During the normal course of business, the Company may become involved in legal claims that may or may not be covered by insurance. Management does not believe that any such claims would have a material impact on the Company’s consolidated financial statements.