STOCK TITAN

Opaleye Management (ACOG) adds 34,043 Alpha Cognition shares via fund purchases

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

Rhea-AI Filing Summary

Opaleye Management Inc., a more than 10% owner of Alpha Cognition Inc., reported additional indirect open-market purchases of the company’s common stock. Through Opaleye, L.P., it bought 17,395 shares at a weighted average price of $5.6926 on May 18 and 16,648 shares at $5.8257 on May 15, for a total of 34,043 shares. Following these trades, Opaleye, L.P. held 2,505,993 shares, and a separately managed account overseen by Opaleye held 90,000 shares. The filing notes that Opaleye Management may be deemed to beneficially own these securities but disclaims beneficial ownership beyond its pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Indirect open-market buying increases Alpha Cognition exposure, but scale appears routine.

Opaleye Management Inc., as investment manager of Opaleye, L.P. and portfolio manager of a separately managed account, reported net open-market purchases of 34,043 Alpha Cognition common shares at weighted average prices around $5.69–$5.83. These are indirect positions held by client vehicles, not by Opaleye personally.

After these transactions, Opaleye, L.P. held 2,505,993 shares and the managed account held 90,000 shares, indicating a sizable but stable stake with modest incremental buying. The Form 4 expressly states Opaleye Management disclaims beneficial ownership except for its pecuniary interest, which limits how directly these holdings reflect the firm’s own balance sheet exposure.

Insider Opaleye Management Inc.
Role null
Bought 34,043 shs ($196K)
Type Security Shares Price Value
Purchase Common Stock, no par value 17,395 $5.6926 $99K
Purchase Common Stock, no par value 16,648 $5.8257 $97K
holding Common Stock, no par value -- -- --
Holdings After Transaction: Common Stock, no par value — 2,505,993 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 $5.75 to $5.83. 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 $5.60 to $5.87. 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.
Shares purchased May 18 17,395 shares Common Stock open-market purchase at $5.6926
Shares purchased May 15 16,648 shares Common Stock open-market purchase at $5.8257
Total shares bought 34,043 shares Net open-market purchases reported in this Form 4
Fund holdings after trades 2,505,993 shares Opaleye, L.P. Common Stock position following purchases
Managed account holdings 90,000 shares Separately managed account Common Stock position
Weighted average price May 15 $5.8257 per share Multiple transactions within $5.75–$5.83 range
open-market purchase financial
"transaction_action": "open-market purchase""
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.
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
"may be deemed to beneficially own the securities owned directly by the Fund."
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.
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 of the shares reported herein except to the extent of its pecuniary interest therein"
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)
05/15/2026
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 value05/15/2026P16,648A$5.8257(3)2,488,598IBy Opaleye, L.P.(1)(5)
Common Stock, no par value05/18/2026P17,395A$5.6926(4)2,505,993IBy 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 $5.75 to $5.83. 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 $5.60 to $5.87. 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, President05/19/2026
** 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 Inc. report in this Alpha Cognition (ACOG) Form 4?

Opaleye Management Inc. reported indirect open-market purchases of Alpha Cognition common stock. Through Opaleye, L.P., it acquired 34,043 shares in two trades, increasing client-related holdings while continuing to disclaim beneficial ownership beyond its pecuniary interest.

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

Opaleye-related entities bought 34,043 Alpha Cognition shares. They purchased 16,648 shares at a weighted average price of $5.8257 and 17,395 shares at $5.6926, with actual trade prices spanning stated ranges provided in the filing footnotes.

What are Opaleye’s total indirect Alpha Cognition (ACOG) holdings after these transactions?

Following the reported trades, Opaleye, L.P. held 2,505,993 Alpha Cognition shares, and a separately managed account overseen by Opaleye held 90,000 shares. These positions are indirect, with Opaleye Management citing only pecuniary interest, not full beneficial ownership.

Were these Alpha Cognition (ACOG) transactions open-market purchases?

Yes. The Form 4 classifies both reportable trades as open-market purchases of Alpha Cognition common stock. Transaction code P confirms purchase activity, and the filing describes weighted average prices across multiple executions within specified price ranges on each trade date.

How does Opaleye Management describe its beneficial ownership of ACOG shares?

Opaleye Management states it may be deemed to beneficially own securities held by Opaleye, L.P. and a managed account. However, it expressly disclaims beneficial ownership of the reported Alpha Cognition shares except to the extent of its pecuniary interest in those client-related positions.