Opaleye details Alpha Cognition (ACOG) indirect share holdings

Rhea-AI Filing Summary

Alpha Cognition Inc. had an amended insider ownership report filed by Opaleye Management Inc., a more than ten percent owner. The filing shows indirect holdings of 2,125,000 shares of common stock through Opaleye, L.P. and 68,589 shares through a managed account. Opaleye Management Inc. disclaims beneficial ownership of these shares except to the extent of its pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Opaleye Management Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock, no par value	--	--	--
holding	Common Stock, no par value	--	--	--

Holdings After Transaction: Common Stock, no par value — 2,125,000 shares (Indirect, By Opaleye, L.P.)

Footnotes (1)

1. Represents securities owned directly by Opaleye, L.P. (the "Fund"). As the investment manager of the Fund, Opaleye Management Inc. may be deemed to beneficially own the securities owned directly by the Fund. Represents shares held in a managed account over which Opaleye Management Inc. exercises shared voting and dispositive power. Opaleye Management Inc. disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that Opaleye Management Inc. is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Opaleye Management Inc.

(Last) (First) (Middle)

ONE BOSTON PLACE, 26TH FLOOR

(Street)

BOSTON MA 02108

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2026

3. Issuer Name and Ticker or Trading Symbol
Alpha Cognition Inc. [ ACOG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	2,125,000	I	By Opaleye, L.P.(1)(3)
Common Stock, no par value	68,589	I	By Managed Account(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents securities owned directly by Opaleye, L.P. (the "Fund"). As the investment manager of the Fund, Opaleye Management Inc. may be deemed to beneficially own the securities owned directly by the Fund.

2. Represents shares held in a managed account over which Opaleye Management Inc. exercises shared voting and dispositive power.

3. Opaleye Management Inc. disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that Opaleye Management Inc. is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Opaleye Management Inc., By: /s/ James Silverman, President	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Opaleye Management Inc. report in this Alpha Cognition (ACOG) Form 3/A?

The Form 3/A reports Opaleye Management Inc.’s indirect holdings of Alpha Cognition common stock, including 2,125,000 shares via Opaleye, L.P. and 68,589 shares in a managed account, while it disclaims beneficial ownership beyond its pecuniary interest.

How many Alpha Cognition (ACOG) shares are held through Opaleye, L.P.?

Opaleye, L.P. directly owns 2,125,000 Alpha Cognition common shares. Opaleye Management Inc., as investment manager of the fund, may be deemed to beneficially own these shares but disclaims beneficial ownership except for its pecuniary interest, according to the disclosure language.

What is the managed account position reported for Alpha Cognition (ACOG)?

The filing shows 68,589 Alpha Cognition common shares held in a managed account. Opaleye Management Inc. exercises shared voting and dispositive power over this account and similarly disclaims beneficial ownership beyond its pecuniary interest in those shares under the stated footnote.

Does Opaleye Management Inc. claim full beneficial ownership of its ACOG holdings?

No. Opaleye Management Inc. explicitly disclaims beneficial ownership of the reported Alpha Cognition shares, except to the extent of its pecuniary interest. The filing states it should not be construed as an admission of beneficial ownership for Section 16(a) or other purposes.

Why is Opaleye Management Inc. identified as a ten percent owner of Alpha Cognition (ACOG)?

Opaleye Management Inc. is identified as a more than ten percent owner because, as investment manager to Opaleye, L.P. and a managed account, it may be deemed to beneficially own the reported share positions, even though it disclaims beneficial ownership beyond pecuniary interest.