Opaleye Management (ACOG) boosts Alpha Cognition stake with 71,411-share buy

Rhea-AI Filing Summary

Alpha Cognition Inc. large shareholder Opaleye Management Inc., through affiliated accounts, reported open-market purchases of a total of 71,411 shares of common stock. The buys occurred on March 2 and March 3, 2026 at weighted average prices of about $5.80 and $5.7502 per share, increasing indirect holdings in the issuer.

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

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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)
03/02/2026

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	03/02/2026		P		20,000	A	$5.8	2,308,638	I	By Opaleye, L.P.(1)(4)
Common Stock, no par value	03/03/2026		P		46,411	A	$5.7502	2,355,049	I	By Opaleye, L.P.(1)(3)(4)
Common Stock, no par value	03/03/2026		P		5,000	A	$5.7502	85,000	I	By Managed Account(2)(3)(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 $5.41 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	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Opaleye Management reported open-market purchases totaling 71,411 Alpha Cognition common shares. These indirect purchases were made through Opaleye, L.P. and a managed account, and increased the reporting person’s aggregated indirect holdings as disclosed in the Form 4 filing.

How many Alpha Cognition (ACOG) shares did Opaleye-related entities buy?

Opaleye-related entities bought a combined 71,411 Alpha Cognition common shares. This included 46,411 and 20,000 shares through Opaleye, L.P. and 5,000 shares through a separately managed account, all reported as indirect ownership positions in the Form 4.

On what dates did Opaleye-related entities purchase Alpha Cognition (ACOG) stock?

The disclosed purchases occurred on March 2, 2026 and March 3, 2026. Transactions on both dates involved Alpha Cognition common stock and were reported as open-market purchases executed for Opaleye, L.P. and a separately managed account.

What prices did Opaleye-related entities pay for Alpha Cognition (ACOG) shares?

They paid weighted average prices of $5.80 and $5.7502 per share. The filing notes that March 3 trades ranged between $5.41 and $5.85, with detailed breakdowns available upon request from the reporting person.

How are the Alpha Cognition (ACOG) shares held by Opaleye-related entities classified?

The shares are reported as indirectly owned. Positions are held by Opaleye, L.P. and a separately managed account, with Opaleye Management Inc. stating it may be deemed a beneficial owner but expressly disclaiming beneficial ownership beyond its pecuniary interest.

Did Opaleye Management disclaim beneficial ownership of Alpha Cognition (ACOG) shares?

Yes. Opaleye Management Inc. disclaimed beneficial ownership of the reported shares, except to the extent of its pecuniary interest. The Form 4 states the filing should not be construed as an admission of beneficial ownership for Section 16 or other purposes.