Ikarian Capital reports 4.9% Alpha Cognition (ACOG) stake via 13G/A

Rhea-AI Filing Summary

Alpha Cognition Inc. shareholder Ikarian Capital, LLC reported beneficial ownership of 1,056,259 common shares, equal to 4.9% of Alpha Cognition’s outstanding stock. The stake is held through Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts.

The 4.9% figure is based on 21,742,104 common shares outstanding as of November 13, 2025. The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Alpha Cognition.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Alpha Cognition Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

02074J501

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 02074J501

1

Names of Reporting Persons

Ikarian Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,056,259.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,056,259.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,056,259.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.9 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: (1) The figures in Items 6, 8, 9, and 11 represent common shares, no par value per share ("Common Shares") of Alpha Cognition Inc. (the "Issuer") held by Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund"), and certain separate managed accounts. See Item 2 for more information. (2) The figure in Item 11 is based upon 21,742,104 Common Shares of the Issuer outstanding as of November 13, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 13, 2025.

SCHEDULE 13G

CUSIP No. 02074J501

1

Names of Reporting Persons

Neil Shahrestani

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,056,259.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,056,259.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,056,259.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.9 %

12

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person: (1) The figures in Items 6, 8, 9, and 11 represent Common Shares of the Issuer held by the Fund and certain separate managed accounts. See Item 2 for more information. (2) The figure in Item 11 is based upon 21,742,104 Common Shares of the Issuer outstanding as of November 13, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 13, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Alpha Cognition Inc.
(b)	Address of issuer's principal executive offices: 1200 - 750 West Pender Street, Vancouver, BC, V6C 2T8
Item 2.
(a)	Name of person filing: This statement is filed jointly by and on behalf of each of Ikarian Capital, LLC, a Delaware limited liability company ("Ikarian Capital"), and Neil Shahrestani (together referred herein as the "Reporting Persons"). The Fund, and certain separately managed accounts managed by Ikarian Capital (collectively, the "Managed Accounts"), are the record owners of the securities covered by this statement. Ikarian Capital is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as investment manager to the Fund and as sub-adviser to the Managed Accounts, and may be deemed to have beneficial ownership of the securities covered by this statement through the investment discretion it has over the Fund and the Managed Accounts. Ikarian Capital is ultimately controlled, indirectly, by Mr. Shahrestani. Accordingly, Mr. Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by Ikarian Capital. The Fund disclaims beneficial ownership of the shares held by the Managed Accounts. The Managed Accounts disclaim beneficial ownership of the shares held by the Fund. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201.
(c)	Citizenship: See Item 4 on the cover page(s) hereto
(d)	Title of class of securities: Common Shares, no par value
(e)	CUSIP No.: 02074J501
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on the cover pages(s) hereto.
(b)	Percent of class: See Item 11 on the cover page(s) hereto.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The information set forth in Item 2(a) is incorporated by reference herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ikarian Capital, LLC

Signature:	/s/ Neil Shahrestani
Name/Title:	Neil Shahrestani, Sole Manager
Date:	02/17/2026

Neil Shahrestani

Signature:	/s/ Neil Shahrestani
Name/Title:	Neil Shahrestani
Date:	02/17/2026

Exhibit Information

A Joint Filing Agreement is incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on February 14, 2025 by the Reporting Persons with the SEC.

FAQ

What percentage of Alpha Cognition (ACOG) does Ikarian Capital report owning?

Ikarian Capital reports beneficial ownership of 4.9% of Alpha Cognition’s common shares. This percentage is based on 21,742,104 common shares outstanding as of November 13, 2025, as disclosed in Alpha Cognition’s Form 10-Q for the quarter ended September 30, 2025.

How many Alpha Cognition (ACOG) shares are beneficially owned according to this Schedule 13G/A?

The filing reports beneficial ownership of 1,056,259 Alpha Cognition common shares. These shares are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts for which Ikarian Capital, LLC acts as investment manager or sub-adviser with investment discretion.

Who are the reporting persons in this Alpha Cognition (ACOG) Schedule 13G/A amendment?

The reporting persons are Ikarian Capital, LLC and Neil Shahrestani. Ikarian Capital is an investment adviser and investment manager for the fund and managed accounts, and Shahrestani indirectly controls Ikarian Capital and may be deemed to indirectly beneficially own the reported securities.

How is the 4.9% Alpha Cognition (ACOG) ownership stake calculated in the filing?

The 4.9% ownership is calculated using 21,742,104 common shares outstanding as of November 13, 2025. That outstanding share count comes from Alpha Cognition’s Form 10-Q for the quarter ended September 30, 2025, which was filed with the SEC on November 13, 2025.

Does Ikarian Capital seek to influence control of Alpha Cognition (ACOG) with this stake?

The reporting persons certify the securities were acquired and are held in the ordinary course of business. They state the shares were not acquired and are not held for changing or influencing control of Alpha Cognition, nor in connection with any transaction having that purpose or effect.

In whose name are the Alpha Cognition (ACOG) shares actually held?

The reported Alpha Cognition common shares are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts. Ikarian Capital, LLC has investment discretion over the fund and these accounts, and thus may be deemed to beneficially own the securities reported in this Schedule 13G/A.