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Opaleye boosts Alpha Cognition (ACOG) stake with open-market stock buys

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Opaleye Management Inc., a ten percent owner of Alpha Cognition Inc., reported indirect open-market purchases of the company’s common stock. Through Opaleye, L.P., it bought 24,856 shares on June 9, 2026 at a weighted average price of $5.9758 and 5,872 shares on June 10, 2026 at $5.9873.

Following these trades, Opaleye, L.P. held 2,644,889 Alpha Cognition shares indirectly, while a separately managed account overseen by Opaleye held 90,000 shares. The firm notes these prices reflect ranges across multiple executions and disclaims beneficial ownership beyond its pecuniary interest in the securities.

Positive

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Insider Opaleye Management Inc.
Role null
Bought 30,728 shs ($184K)
Type Security Shares Price Value
Purchase Common Stock, no par value 5,872 $5.9873 $35K
Purchase Common Stock, no par value 24,856 $5.9758 $149K
holding Common Stock, no par value -- -- --
Holdings After Transaction: Common Stock, no par value — 2,644,889 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 $5.9465 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. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.925 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. 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.
Total shares bought 30,728 shares Net open-market purchases in June 2026
June 9 purchase 24,856 shares at $5.9758/share Open-market buy by Opaleye, L.P.
June 10 purchase 5,872 shares at $5.9873/share Open-market buy by Opaleye, L.P.
Fund holdings after trade 2,644,889 shares Opaleye, L.P. indirect Alpha Cognition stake
Managed account holdings 90,000 shares Separately managed account overseen by Opaleye
Price range June 9 $5.925–$5.99 Weighted-average price range for June 9 purchases
Price range June 10 $5.9465–$5.99 Weighted-average price range for June 10 purchases
open-market purchase financial
"transaction_action is described as an open-market purchase of 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.
weighted average price financial
"The price reported is a weighted average price for multiple transactions"
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.
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.
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.
pecuniary interest financial
"disclaims beneficial ownership except to the extent of its pecuniary interest"
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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)
06/09/2026
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 value06/09/2026P24,856A$5.9758(3)2,639,017IBy Opaleye, L.P.(1)(5)
Common Stock, no par value06/10/2026P5,872A$5.9873(4)2,644,889IBy Opaleye, L.P.(1)(5)
Common Stock, no par value90,000IBy Managed Account(2)(5)
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 $5.9465 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.
4. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.925 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. 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, President06/11/2026
** 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 insider transactions did Opaleye report for Alpha Cognition (ACOG)?

Opaleye Management reported indirect open-market purchases of Alpha Cognition common stock through its Opaleye, L.P. fund. It filed a Form 4 showing two buy transactions in June 2026 plus updated holdings for both the fund and a separately managed account it oversees.

How many Alpha Cognition (ACOG) shares did Opaleye buy and at what prices?

Opaleye, L.P. bought 24,856 Alpha Cognition shares on June 9, 2026 and 5,872 shares on June 10, 2026. The weighted average prices were $5.9758 and $5.9873 per share, across multiple executions within narrow intraday price ranges disclosed in the footnotes.

How many Alpha Cognition (ACOG) shares does Opaleye now indirectly hold?

After these transactions, Opaleye, L.P. indirectly held 2,644,889 Alpha Cognition common shares. A separately managed account overseen by Opaleye held an additional 90,000 shares. These figures reflect the total indirect positions reported in the Form 4 for the fund and the managed account.

Are the reported Alpha Cognition (ACOG) shares held directly by Opaleye?

The Alpha Cognition shares are held indirectly through entities. Opaleye, L.P. holds 2,644,889 shares, and a separately managed account holds 90,000 shares. Opaleye Management is the investment manager or portfolio manager for these entities rather than the direct record owner of the stock.

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

Opaleye Management disclaims beneficial ownership of the reported Alpha Cognition shares except to the extent of its pecuniary interest. The filing states that reporting these positions should not be construed as an admission of beneficial ownership for Section 16(a) or any other legal purpose.

How were the Alpha Cognition (ACOG) purchase prices for Opaleye’s trades determined?

The reported prices are weighted averages for each trading day. Footnotes explain that the June 9, 2026 purchases occurred between $5.925 and $5.99, while June 10, 2026 trades ranged from $5.9465 to $5.99. Detailed breakdowns are available upon request to the reporting person.