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

Rhea-AI Filing Summary

Opaleye Management Inc., a more than ten percent owner of Alpha Cognition Inc., reported additional open-market purchases of the company’s common stock. Through Opaleye, L.P., it bought 5,708 shares on March 12, 2026 at a weighted average price of $5.8543 per share and 7,358 shares on March 13, 2026 at a weighted average price of $5.7470, for a total of 13,066 shares. After these transactions, Opaleye, L.P. held 2,434,012 shares, and a separately managed account overseen by Opaleye held 90,000 shares, all reported as indirect ownership. The prices reflect multiple trades within narrow ranges, with Opaleye undertaking to provide detailed breakdowns upon request. Opaleye Management disclaims beneficial ownership except to the extent of 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

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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)
03/12/2026

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	03/12/2026		P		5,708	A	$5.8543(3)	2,426,654	I	By Opaleye, L.P.(1)(5)
Common Stock, no par value	03/13/2026		P		7,358	A	$5.747(4)	2,434,012	I	By Opaleye, L.P.(1)(5)
Common Stock, no par value								90,000	I	By 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)
				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 $5.84 to $5.859. 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 $5.696 to $5.75. 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, President	03/13/2026
	** 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 did Opaleye Management Inc. report in this Alpha Cognition (ACOG) Form 4?

Opaleye Management Inc. reported buying more Alpha Cognition shares. Through Opaleye, L.P., it acquired 13,066 common shares in two open-market transactions, increasing its already large indirect stake in the company’s stock.

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

Opaleye bought 13,066 Alpha Cognition shares in total. It purchased 5,708 shares at a weighted average price of $5.8543 and 7,358 shares at a weighted average price of $5.7470 in open-market transactions on consecutive days.

What is Opaleye’s total indirect Alpha Cognition (ACOG) ownership after these trades?

After the trades, Opaleye-related vehicles held 2,524,012 shares indirectly. Opaleye, L.P. owned 2,434,012 shares, while a separately managed account overseen by Opaleye held 90,000 shares, all reported as indirect ownership positions.

How are Opaleye’s Alpha Cognition (ACOG) holdings structured between entities?

The holdings are split between a fund and a managed account. Most shares are owned directly by Opaleye, L.P., while additional shares are held by a separately managed account, with Opaleye Management acting as investment manager or portfolio manager for these vehicles.

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

Opaleye Management disclaims full beneficial ownership of the reported shares. It states it may be deemed to beneficially own securities held by Opaleye, L.P. and the managed account, but disclaims ownership except to the extent of its pecuniary interest in those holdings.

Were Opaleye’s Alpha Cognition (ACOG) purchases single trades or price ranges?

The reported prices are weighted averages over multiple trades. The March 12 purchases occurred between $5.84 and $5.859 per share, and the March 13 purchases between $5.696 and $5.75, with Opaleye offering to supply full trade breakdowns upon request.