8-K/A: Alpha Cognition Changes Auditor After Texas Relocation

Alpha Cognition Inc. announced a change in its independent registered public accounting firm from Manning Elliott LLP to CBIZ CPAs P.C. due to its relocation to Texas.

Summary

• This amendment (Form 8-K/A) corrects a typographical error in a date from a prior filing.
• Manning Elliott LLP resigned as the independent registered public accounting firm on October 10, 2025.
• The resignation is solely due to administrative licensing requirements, as Manning Elliott is not licensed in Texas, where Alpha Cognition Inc. relocated its principal executive offices.
• There were no disagreements with Manning Elliott on accounting principles, practices, financial statement disclosure, or auditing scope or procedures.
• Manning Elliott's reports for the fiscal years ended December 31, 2024, and December 31, 2023, did not contain adverse opinions or disclaimers.
• CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm on October 10, 2025, upon approval of the Audit Committee.
• No consultations occurred with CBIZ CPAs P.C. regarding accounting principles or audit opinions prior to their engagement.

Sentiment

Score: 7

Explanation: The change in auditor is a neutral event driven by administrative necessity (relocation) rather than performance or disagreement. The company has proactively secured a new firm and anticipates a smooth transition, which is positive for continued compliance and operational stability.

Positives

• The resignation of the previous auditor is solely due to administrative licensing requirements, not disagreements on accounting or auditing matters.
• Manning Elliott expressed support for the company's transition and confirmed no concerns regarding financial reporting or internal controls.
• Audit reports for fiscal years 2023 and 2024 from Manning Elliott were unqualified.
• The company anticipates a seamless transition with the new auditor, CBIZ CPAs P.C., without disruption to financial reporting obligations.

Negatives

• The necessity to change auditors, even for administrative reasons, requires a transition process for the company.

Future Outlook

The company anticipates a seamless transition with its new independent registered public accounting firm, CBIZ CPAs P.C., without disruption to its financial reporting obligations.

Management Comments

• Manning Elliott has expressed its support for the Company’s transition and has confirmed that it has not raised any concerns regarding the Company’s financial reporting or internal controls.
• The Company anticipates a seamless transition without disruption to its financial reporting obligations.

Industry Context

Changes in independent registered public accounting firms due to jurisdictional licensing requirements are a common administrative occurrence when companies relocate their principal executive offices, particularly across national or state borders. This event aligns with standard corporate governance practices for ensuring compliance with local regulatory requirements.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact, as the change is administrative and not indicative of financial issues. Ensures continued compliance with SEC reporting requirements.
• Management: Requires coordination for a smooth transition of audit processes and documentation with the new accounting firm.

Next Steps

• CBIZ CPAs P.C. will serve as the company's independent registered public accounting firm for future financial reporting.
• Manning Elliott LLP has provided a letter to the SEC (Exhibit 16.1) confirming agreement with the company's statements in this report.

Key Dates

Recommendation

The filing details a routine administrative change of auditors due to a company relocation, explicitly stating no disagreements or financial reporting issues. This event is neutral and does not provide new information to warrant a change in investment thesis, hence a 'hold' recommendation is appropriate for existing investors. New investors would need to evaluate other factors.

Keywords

Alpha Cognition, ACOG, auditor change, SEC filing, 8-K/A, independent registered public accounting firm, Manning Elliott, CBIZ CPAs, financial reporting, corporate governance, Texas relocation