Opaleye lifts Alpha Cognition (ACOG) stake with 171,410-share purchase

Rhea-AI Filing Summary

Opaleye Management Inc., a more than ten percent owner of Alpha Cognition Inc., reported indirect open-market purchases of 171,410 shares of common stock. The trades occurred on February 20, 23 and 24, 2026 at weighted average prices around $5.84–$5.89 per share.

Shares were acquired through Opaleye, L.P. and a separately managed account, both reported as indirect holdings. Some purchases were executed in multiple transactions within stated price ranges, and Opaleye Management Inc. disclaims beneficial ownership beyond its pecuniary interest.

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 MA 02108

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. 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 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	02/20/2026		P		10,000	A	$5.8411	2,135,000	I	By Opaleye, L.P.(1)(3)(6)
Common Stock, no par value	02/20/2026		P		2,819	A	$5.8411	70,819	I	By Managed Account(2)(3)(6)
Common Stock, no par value	02/23/2026		P		95,819	A	$5.8923	2,230,819	I	By Opaleye, L.P.(1)(4)(6)
Common Stock, no par value	02/23/2026		P		4,181	A	$5.8923	75,000	I	By Managed Account(2)(4)(6)
Common Stock, no par value	02/24/2026		P		53,591	A	$5.8004	2,284,410	I	By Opaleye, L.P.(1)(5)(6)
Common Stock, no par value	02/24/2026		P		5,000	A	$5.8004	80,000	I	By Managed Account(2)(5)(6)

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 $5.75 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. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.59 to $5.99. 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.

5. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.615 to $5.95. 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.

6. 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	02/24/2026
	** 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.

FAQ

How many Alpha Cognition (ACOG) shares did Opaleye Management buy?

Opaleye Management reported indirect open-market purchases of 171,410 Alpha Cognition common shares. The transactions were split across Opaleye, L.P. and a separately managed account, increasing their reported indirect holdings as of the February 2026 trade dates.

On what dates did Opaleye Management buy Alpha Cognition (ACOG) shares?

The reported purchases of Alpha Cognition shares occurred on February 20, 23, and 24, 2026. Across these three trading days, Opaleye Management, via Opaleye, L.P. and a managed account, executed multiple open-market transactions in the company’s common stock.

What prices did Opaleye Management pay for Alpha Cognition (ACOG) shares?

Opaleye Management reported weighted average prices of about $5.84 to $5.89 per share. Footnotes state individual trades were executed in ranges including $5.59–$5.99, with detailed trade-by-trade pricing available upon request to the issuer, SEC staff, or shareholders.

How were Opaleye Management’s Alpha Cognition (ACOG) shares held after the transactions?

After the reported trades, Opaleye, L.P. held up to 2,284,410 shares and the managed account held up to 80,000 shares. These positions are reported as indirect ownership by Opaleye Management in its capacity as investment manager or portfolio manager.

Does Opaleye Management claim full beneficial ownership of the Alpha Cognition (ACOG) shares?

Opaleye Management explicitly disclaims beneficial ownership of the reported Alpha Cognition shares except to the extent of its pecuniary interest. It notes that holdings are owned directly by Opaleye, L.P. and a separately managed account it oversees.

What type of transactions did Opaleye Management execute in Alpha Cognition (ACOG)?

All reported trades were open-market purchases of Alpha Cognition common stock, coded as “P” transactions. The Form 4 shows no sales or dispositions, only buy-side activity, resulting in a net increase of 171,410 indirectly held shares.