Opaleye boosts Alpha Cognition (ACOG) stake with open-market share buy

Rhea-AI Filing Summary

Alpha Cognition Inc. insider Opaleye Management Inc., a more than ten percent owner, reported an indirect open-market purchase of 10,054 shares of common stock on June 5, 2026 at a weighted average price of $5.8281 per share, with trades executed between $5.82 and $5.85. These shares are held by Opaleye, L.P., for which Opaleye Management serves as investment manager, bringing that fund’s holdings to 2,614,161 shares of Alpha Cognition common stock. A separately managed account associated with Opaleye Management also holds 90,000 shares. Opaleye Management states it may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of its pecuniary interest.

Insider Trade Summary

Net Buyer: 10,054 shares ($58,596)

Net Buy 2 txns

Insider Opaleye Management Inc.

Role null

Bought 10,054 shs ($59K)

Type	Security	Shares	Price	Value
Purchase	Common Stock, no par value	10,054	$5.8281	$59K
holding	Common Stock, no par value	--	--	--

Holdings After Transaction: Common Stock, no par value — 2,614,161 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. Securities owned by a separately managed account (the "Managed Account"). As the portfolio manager of the Managed Account, Opaleye may be deemed to beneficially own the securities owned directly by the Managed Account. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.82 to $5.85. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price within the range. 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 4 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.

Key Figures

Shares purchased: 10,054 shares Weighted avg purchase price: $5.8281 per share Purchase price range: $5.82–$5.85 per share +3 more

6 metrics

Shares purchased 10,054 shares Open-market purchase on June 5, 2026

Weighted avg purchase price $5.8281 per share Common stock, no par value

Purchase price range $5.82–$5.85 per share Multiple transactions on June 5, 2026

Fund holdings after trade 2,614,161 shares Opaleye, L.P. common stock position following transaction

Managed account holdings 90,000 shares Separately managed account associated with Opaleye

Net buy shares 10,054 shares Net buy-sell direction reported as net-buy

Key Terms

open-market purchase, weighted average price, beneficially own, separately managed account, +1 more

5 terms

open-market purchase financial

"Purchase in open market or private transaction"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

weighted average price financial

"The price reported is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

beneficially own financial

"may be deemed to beneficially own the securities owned directly by the Fund."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

separately managed account financial

"Securities owned by a separately managed account (the "Managed Account")."

A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.

pecuniary interest financial

"disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Opaleye Management Inc.

(Last) (First) (Middle)

ONE BOSTON PLACE, 26TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02108

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	06/05/2026		P		10,054	A	$5.8281(3)	2,614,161	I	By Opaleye, L.P.(1)(4)
Common Stock, no par value								90,000	I	By Managed Account(2)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	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. Securities owned by a separately managed account (the "Managed Account"). As the portfolio manager of the Managed Account, Opaleye may be deemed to beneficially own the securities owned directly by the Managed Account.

3. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.82 to $5.85. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price within the range.

4. 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 4 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	06/09/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Opaleye report for Alpha Cognition (ACOG)?

Opaleye Management Inc. reported an indirect open-market purchase of 10,054 Alpha Cognition shares. The transaction occurred on June 5, 2026, at a weighted average price of $5.8281 per share, with trades executed between $5.82 and $5.85.

How many Alpha Cognition (ACOG) shares does Opaleye’s fund hold after this trade?

Opaleye, L.P. holds 2,614,161 Alpha Cognition common shares after the reported purchase. These shares are owned directly by the fund, for which Opaleye Management Inc. acts as investment manager and may be deemed to beneficially own the securities, subject to its pecuniary interest.

What price did Opaleye pay for the new Alpha Cognition (ACOG) shares?

The reported weighted average purchase price was $5.8281 per Alpha Cognition share. Footnotes state the 10,054 shares were bought in multiple transactions within a price range from $5.82 to $5.85, all on June 5, 2026.

How many Alpha Cognition (ACOG) shares are held in Opaleye’s managed account?

A separately managed account associated with Opaleye holds 90,000 Alpha Cognition shares. Opaleye is portfolio manager for this managed account and may be deemed to beneficially own those securities, while also disclaiming beneficial ownership beyond its pecuniary interest.

Does Opaleye Management Inc. claim full beneficial ownership of its Alpha Cognition (ACOG) holdings?

Opaleye Management Inc. expressly disclaims beneficial ownership of the reported Alpha Cognition shares except for its pecuniary interest. It notes it may be deemed to beneficially own securities held by Opaleye, L.P. and a separately managed account due to its management roles.