Alpha Cognition SEC Filings

Alpha Cognition Inc. received a Schedule 13G reporting that Opaleye Management Inc., Opaleye, L.P. and James Silverman together beneficially own 1,875,142 shares of Alpha Cognition common stock, representing 8.97% of the class based on 20,902,104 shares outstanding as cited. The filing shows no sole voting or dispositive power; instead the holders report shared voting and shared dispositive power over the reported shares. The statement clarifies the Adviser–Fund relationship and that Mr. Silverman exercises control over the Adviser, and includes a certification that the stake was not acquired to change control. Signatures are dated 10/03/2025 and the issuer address is listed in Grapevine, Texas.

Alpha Cognition Inc. entered into an underwriting agreement to sell 4,651,516 common shares at $6.25 per share and pre-funded warrants to purchase up to 948,484 common shares at a public price of $6.249 per warrant with a $0.001 exercise price. The company granted the underwriter a 30‑day option to buy up to 840,000 additional common shares at the same public offering price, with closing expected on or about October 2, 2025, subject to customary conditions.

Alpha Cognition expects gross proceeds of approximately $35.0 million, before fees and expenses. The company plans to use the net proceeds to accelerate commercial launch, focusing on sales expansion, marketing, and strengthening payer coverage and reimbursement infrastructure in the Alzheimer’s treatment market. Directors and executive officers agreed to 75‑day lock‑ups restricting share sales after the offering closes.

Alpha Cognition Inc. entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC, allowing the company to sell common shares from time to time with an aggregate gross sales value of up to US$75.0 million. Under this arrangement, Wainwright will act as sales agent and use commercially reasonable efforts to execute sales based on the company’s instructions, earning a commission of up to 3.0% of the gross sales price of shares sold.

Sales may be conducted as at-the-market offerings on the Nasdaq Capital Market or through ordinary brokers’ transactions as permitted under Rule 415 of the Securities Act. Alpha Cognition is not obligated to sell any shares and may suspend or terminate the program at any time.

Alpha Cognition Inc. is registering securities on Form S-3 and discloses recent commercial, licensing and corporate developments. The company announced the commercial launch of ZUNVEYL (benzgalantamine) on March 19, 2025, a U.S.-approved treatment for mild-to-moderate Alzheimer’s disease. On January 8, 2025, Alpha Cognition entered an exclusive license with China Medical System Holdings Limited covering Asia (ex-Japan), Australia and New Zealand with aggregate deal terms of $44 million, including $6 million in upfront payments and eligibility for royalties; CMS will handle regulatory, development, manufacturing and commercialization in those territories. On January 14, 2025 the company made four strategic commercial and medical hires. As of August 22, 2025, several European, Canadian and Australian patents derived from WO2009127218 and WO2014016430 are abandoned or in the process of abandonment. Financial disclosure items include net tangible book value per share of $1.97 as of June 30, 2025, and material potential dilution from warrants, preferred conversions and options (multi-million share totals disclosed).

Alpha Cognition director Robert Wills purchased 15,000 shares of common stock in open market transactions on 08/18/2025. The filing shows a weighted average price of $8.4885 per share, with individual trade prices ranging from $8.15 to $8.86. After the purchases the reporting person beneficially owns 15,000 shares. The Form 4 was filed by one reporting person and identifies the purchase as an open market acquisition; the filer agrees to provide transaction-level price details on request.

Alpha Cognition director Phillip Joseph Mertz reported a sale of 27,778 common shares on 08/18/2025 at a reported price of $9 per share. After the transaction he beneficially owns 22,462 shares directly and 12,560 shares indirectly through Mertz Holdings. The Form 4 includes a standard disclaimer that the reporting person disclaims beneficial ownership except to the extent of pecuniary interest, and it is signed by Phillip Mertz on 08/20/2025.

Leonard Mertz, a director of Alpha Cognition Inc. (ACOG), reported insider transactions dated 08/18/2025. The filing shows a purchase of 27,778 common shares at $9.00 per share and a separate disposition of 138,495 common shares. After the purchase, 121,503 shares were reported as beneficially owned indirectly by The Len Mertz Trust. The Form 4 is signed 08/20/2025.