8-K: Alpha Cognition Changes Auditor Due to Relocation

Alpha Cognition Inc. has appointed CBIZ CPAs P.C. as its new independent registered public accounting firm, replacing Manning Elliott LLP, following its relocation to Texas.

Summary

• Alpha Cognition Inc. (ACOG) announced a change in its independent registered public accounting firm on October 10, 2025.
• Manning Elliott LLP resigned due to administrative licensing requirements, as the company relocated its principal executive offices from Canada to Texas, and Manning Elliott is not licensed in Texas.
• The resignation was not a result of any disagreement 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., a nationally recognized firm licensed in the United States, was engaged as the new independent registered public accounting firm, effective October 10, 2025.
• The company anticipates a seamless transition without disruption to its financial reporting obligations.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. While a change in auditor can sometimes signal issues, this change is explicitly stated as administrative due to relocation and not due to disagreements, with a seamless transition expected. This maintains confidence in financial reporting integrity.

Positives

• The change in auditor is solely due to administrative licensing requirements following the company's relocation, not due to any disagreements or issues with financial reporting.
• Manning Elliott LLP confirmed no disagreements on accounting principles or practices, and no reportable events.
• The company has engaged a nationally recognized, independent registered public accounting firm, CBIZ CPAs P.C., ensuring continued compliance.
• A seamless transition is anticipated, minimizing disruption to financial reporting.

Risks

• Any change in a certifying accountant, even for administrative reasons, carries a minor inherent risk of temporary disruption to financial reporting processes, though the company expects a seamless transition.

Future Outlook

The company anticipates a seamless transition with its new independent registered public accounting firm, CBIZ CPAs P.C., ensuring no disruption to its financial reporting obligations.

Management Comments

• The company expects a seamless transition without disruption to its financial reporting obligations.

Industry Context

Changes in independent registered public accounting firms are common when companies undergo significant operational changes, such as relocating their principal executive offices, which may necessitate a change to an auditor licensed in the new jurisdiction. This administrative change aligns with standard corporate governance practices.

Corporate Governance

Stakeholder Impact

• Shareholders: The change ensures continued independent oversight of financial statements, maintaining confidence in the accuracy and reliability of financial reporting.
• Regulatory Bodies: The company remains compliant with SEC regulations regarding auditor independence and reporting requirements.

Next Steps

• CBIZ CPAs P.C. will serve as the company's independent registered public accounting firm for future financial reporting periods.

Key Dates

Recommendation

This filing details an administrative change in the company's independent registered public accounting firm due to a relocation, not due to any financial performance issues or disagreements. It has no direct impact on the company's operational fundamentals, financial health, or strategic direction, thus warranting a 'hold' recommendation as it does not provide new information to alter an investment thesis.

Keywords

Alpha Cognition, ACOG, Auditor Change, SEC Filing, 8-K, Manning Elliott, CBIZ CPAs, Financial Reporting, Corporate Governance, Public Accounting Firm