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Opaleye boosts Alpha Cognition (ACOG) stake with 152K-share open-market buy

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Opaleye Management Inc., a more than ten percent holder of Alpha Cognition Inc., reported open‑market purchases of the company’s common stock. Through Opaleye, L.P., it bought 152,336 shares on June 26, 2026 at a weighted average price of $6.4017 per share, and 197 shares on June 25, 2026 at $6.50 per share. After these trades, Opaleye, L.P. held 2,805,107 shares indirectly, while a separately managed account held 90,000 shares. The filing notes these prices reflect multiple trades between $6.335 and $6.50 and that Opaleye Management may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of its pecuniary interest.

Positive

  • None.

Negative

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Insider Opaleye Management Inc.
Role null
Bought 152,533 shs ($976K)
Type Security Shares Price Value
Purchase Common Stock, no par value 152,336 $6.4017 $975K
Purchase Common Stock, no par value 197 $6.50 $1K
holding Common Stock, no par value -- -- --
Holdings After Transaction: Common Stock, no par value — 2,805,107 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 $6.335 to $6.50. 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.
June 26 open-market purchase 152,336 shares at $6.4017/share Common Stock, transaction date June 26, 2026
June 25 open-market purchase 197 shares at $6.50/share Common Stock, transaction date June 25, 2026
Indirect holdings via Opaleye, L.P. 2,805,107 shares Total common shares following June 26, 2026 transaction
Managed account holdings 90,000 shares Separately managed account common shares as of June 25, 2026
Net shares bought 152,533 shares Net-buy direction across reported transactions
Trade price range $6.335–$6.50 Range for June 26, 2026 trades underlying $6.4017 average
open-market purchase financial
"reported open‑market purchases of the company’s common stock"
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.
beneficially own financial
"Opaleye Management Inc. may be deemed to beneficially own the securities"
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.
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.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of its pecuniary interest"
Section 16(a) regulatory
"for purposes of Section 16(a) of the Securities Exchange Act of 1934"
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SEC Form 4
FORM 4UNITED 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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, no par value06/25/2026P197A$6.52,652,771IBy Opaleye, L.P.(1)(4)
Common Stock, no par value06/26/2026P152,336A$6.4017(3)2,805,107IBy Opaleye, L.P.(1)(4)
Common Stock, no par value90,000IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $6.335 to $6.50. 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, President06/29/2026
** Signature of Reporting PersonDate
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 did Opaleye Management report in its latest Form 4 for Alpha Cognition (ACOG)?

Opaleye Management reported open-market purchases of Alpha Cognition common stock. It acquired 152,336 shares on June 26, 2026 and 197 shares on June 25, 2026 through Opaleye, L.P., while also reporting a separately managed account position.

How many Alpha Cognition (ACOG) shares does Opaleye, L.P. hold after these transactions?

Following the reported purchases, Opaleye, L.P. held 2,805,107 Alpha Cognition common shares indirectly. This figure comes from the Form 4 totals after the June 26, 2026 open-market transaction and reflects the fund’s position managed by Opaleye Management Inc.

What prices did Opaleye pay for Alpha Cognition (ACOG) shares in the Form 4 transactions?

Opaleye reported a weighted average purchase price of $6.4017 per share for 152,336 shares on June 26, 2026, and $6.50 per share for 197 shares on June 25, 2026. The larger trade spanned multiple executions between $6.335 and $6.50.

How many Alpha Cognition (ACOG) shares are in the separately managed account tied to Opaleye?

The Form 4 shows 90,000 Alpha Cognition common shares held by a separately managed account as of June 25, 2026. Opaleye is the portfolio manager and may be deemed to beneficially own those securities, subject to its pecuniary interest.

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

Opaleye Management Inc. states it may be deemed to beneficially own shares held by Opaleye, L.P. and the managed account, but expressly disclaims beneficial ownership except to the extent of its pecuniary interest. The Form 4 notes this applies for Section 16(a) purposes.

What is the total net share change reported for Alpha Cognition (ACOG) in this Form 4?

The transaction summary shows a net buy of 152,533 Alpha Cognition shares across two open-market purchases. There were two reported buy transactions, no sales, and one holding entry, resulting in a net-buy direction for this Form 4 filing.