Opaleye Management reports major Alpha Cognition (ACOG) ownership on Form 3

Rhea-AI Filing Summary

Alpha Cognition Inc. received an initial ownership report on Form 3 from Opaleye Management Inc., identified as a ten percent owner. The filing shows indirect holdings of 2,193,589 shares of common stock through Opaleye, L.P. and 75,000 shares through a managed account. Opaleye Management Inc. states it may be deemed to beneficially own these securities as investment manager but disclaims beneficial ownership except to the extent of its pecuniary interest.

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)

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	2,193,589	I	By Opaleye, L.P.(1)(3)
Common Stock, no par value	75,000	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. 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.

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).
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FAQ

What does Opaleye Management Inc. report owning in Alpha Cognition (ACOG)?

Opaleye Management Inc. reports indirect holdings of Alpha Cognition common stock, including 2,193,589 shares held by Opaleye, L.P. and 75,000 shares held in a managed account. These positions are disclosed as part of its status as a ten percent owner.

Is the Alpha Cognition (ACOG) Form 3 a buy or sell transaction?

The Form 3 for Alpha Cognition is an initial ownership report, not a buy or sell transaction. It lists Opaleye Management Inc.’s existing indirect holdings and does not show new purchases or sales of Alpha Cognition common stock on the reported date.

How is Opaleye Management Inc. related to the Alpha Cognition shares?

Opaleye Management Inc. is the investment manager of Opaleye, L.P., which directly owns 2,193,589 Alpha Cognition shares. It also manages an account holding 75,000 shares. Through these roles, it may be deemed to beneficially own the reported securities.

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

Opaleye Management Inc. expressly disclaims beneficial ownership of the reported Alpha Cognition shares except to the extent of its pecuniary interest. The Form 3 states that the filing should not be viewed as an admission of beneficial ownership for Section 16 or other purposes.

Why is Opaleye Management Inc. classified as a ten percent owner of Alpha Cognition?

Opaleye Management Inc. is classified as a ten percent owner because, as investment manager to Opaleye, L.P. and a managed account, it may be deemed to beneficially own significant Alpha Cognition holdings. This ownership level triggers Section 16 reporting obligations, including the Form 3.

What types of Alpha Cognition securities are reported on this Form 3?

The Form 3 reports holdings of Alpha Cognition common stock with no par value. All positions listed—2,193,589 shares via Opaleye, L.P. and 75,000 shares via a managed account—are indirect interests associated with Opaleye Management Inc.’s investment management activities.