Alpha Cognition Inc. is reported to have a significant shareholder group led by Opaleye Management Inc., Opaleye, L.P., and James Silverman, which together report beneficial ownership of 3,095,193 shares of common stock. This represents 14.22% of Alpha Cognition’s common shares, based on 21,774,104 shares outstanding as referenced in a Form 10-Q filed on May 14, 2026.
The reporting persons indicate no sole voting or dispositive power over the shares, but shared voting and shared dispositive power over 3,095,193 shares, including shares held in a managed account advised by Opaleye Management Inc. The filing notes that it should not be construed as an admission that any reporting person is the beneficial owner of the shares for purposes of Section 13 of the Exchange Act.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:3,095,193 sharesOwnership percentage:14.22 %Shares outstanding baseline:21,774,104 shares+3 more
6 metrics
Beneficial ownership3,095,193 sharesShares of Alpha Cognition common stock beneficially owned by the reporting persons
Ownership percentage14.22 %Percent of Alpha Cognition common stock class beneficially owned
Shares outstanding baseline21,774,104 sharesAlpha Cognition common stock outstanding as cited from Form 10-Q filed 05/14/2026
Shared voting power (group)3,095,193.00Number of shares over which the reporting persons have shared voting power
Shared dispositive power (group)3,095,193.00Number of shares over which the reporting persons have shared dispositive power
Opaleye, L.P. shared voting power2,995,193.00Shares over which Opaleye, L.P. has shared voting and dispositive power
"the beneficial owner of any of the shares reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 3,095,193.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 3,095,193.00"
managed accountfinancial
"Includes shares held in a managed account over which the Adviser"
Schedule 13regulatory
"for purposes of Section 13 of the Securities Exchange Act of 1934"
What percentage of Alpha Cognition Inc. (ACOG) shares do the Opaleye entities and James Silverman report owning?
The reporting group discloses beneficial ownership of 14.22% of Alpha Cognition’s common stock, corresponding to 3,095,193 shares, based on 21,774,104 shares outstanding as cited from Alpha Cognition’s Form 10-Q filed on May 14, 2026.
How many Alpha Cognition Inc. (ACOG) shares are reported as beneficially owned in this Schedule 13G/A?
The filing reports 3,095,193 shares of Alpha Cognition common stock as beneficially owned by the reporting persons. This stake includes shares held directly by Opaleye, L.P. and in a managed account advised by Opaleye Management Inc.
Who are the reporting persons in the Alpha Cognition Inc. (ACOG) Schedule 13G/A amendment?
The reporting persons are Opaleye Management Inc. (the Adviser), Opaleye, L.P. (the Fund), and James Silverman. Opaleye Management advises the Fund, and James Silverman is described as the controlling person of the Adviser.
What voting and dispositive powers over Alpha Cognition Inc. (ACOG) shares do the reporting persons claim?
The reporting persons state they have 0 shares with sole voting or dispositive power and 3,095,193 shares with shared voting and shared dispositive power. This reflects shares held by the Fund and a managed account advised by Opaleye Management Inc.
On what share count is the 14.22% ownership of Alpha Cognition Inc. (ACOG) based?
The 14.22% ownership figure is based on 21,774,104 shares of Alpha Cognition common stock outstanding. That outstanding share count is referenced from Alpha Cognition’s Form 10-Q filed with the SEC on May 14, 2026.
Do the reporting persons admit beneficial ownership of Alpha Cognition Inc. (ACOG) shares under Section 13?
The statement explicitly notes that it should not be construed as an admission that any of the reporting persons is, for purposes of Section 13 of the Exchange Act, the beneficial owner of any of the Alpha Cognition shares reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Alpha Cognition Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
02074J501
(CUSIP Number)
07/23/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
02074J501
1
Names of Reporting Persons
Opaleye Management Inc.
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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,095,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,095,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,095,193.00
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)
14.22 %
12
Type of Reporting Person (See Instructions)
IA, CO
Comment for Type of Reporting Person: Includes shares held in a managed account over which the Adviser has shared voting and dispositive power.
SCHEDULE 13G
CUSIP Number(s):
02074J501
1
Names of Reporting Persons
Opaleye, L.P.
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
2,995,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,995,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,995,193.00
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)
13.76 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Based on 21,774,104 shares of common stock outstanding as reported by Alpha Cognition Inc. in its Form 10-Q filed with the SEC on 05/14/2026.
SCHEDULE 13G
CUSIP Number(s):
02074J501
1
Names of Reporting Persons
James Silverman
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
3,095,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,095,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,095,193.00
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)
14.22 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Includes shares held in a managed account over which the Adviser has shared voting and dispositive power.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Alpha Cognition Inc.
(b)
Address of issuer's principal executive offices:
1452 Hughes Rd. Ste. 200, Grapevine, TX 76051
Item 2.
(a)
Name of person filing:
This statement is filed jointly by (i) Opaleye Management Inc. (the "Adviser"), (ii) Opaleye, L.P. (the "Fund"), and (iii) James Silverman (collectively, the "Reporting Persons") with respect to shares of common stock held directly by the Fund and in a managed account advised by the Adviser. The Adviser serves as investment adviser to the Fund. Mr. Silverman is the controlling person of the Adviser. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares reported herein.
(b)
Address or principal business office or, if none, residence:
One Boston Place, 26th Floor, Boston, MA 02108
(c)
Citizenship:
Opaleye Management Inc., Massachusetts, Opaleye, L.P., Delaware, James Silverman, United States
(d)
Title of class of securities:
Common Stock, 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:
3,095,193.00
(b)
Percent of class:
14.22 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,095,193.00
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,095,193.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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 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.
Opaleye Management Inc.
Signature:
/s/ James Silverman
Name/Title:
President
Date:
07/24/2026
Opaleye, L.P.
Signature:
/s/ James Silverman
Name/Title:
General Partner
Date:
07/24/2026
James Silverman
Signature:
/s/ James Silverman
Name/Title:
Individually
Date:
07/24/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement by and among the reporting persons
