Alpha Cognition Inc. files Amendment No. 1 to a Schedule 13G/A reporting beneficial ownership stakes held by affiliated entities and individuals. The filing lists Manchester Management Company, LLC with 919,935 shares (4.2%), Manchester Management PR, LLC with 919,935 shares (4.2%), James E. Besser with 1,076,935 shares (4.9%), and Morgan C. Frank with 888,935 shares (4.0%).
The filing states that all reported securities are directly owned by advisory clients of Manchester Management PR, LLC and includes a Joint Filing Agreement. The signatures are dated 05/12/2026.
Positive
None.
Negative
None.
Insights
Concentrated advisory holdings reported across two affiliated managers and two principals.
The filing shows shared voting and dispositive power for Manchester Management entities over 919,935 shares each, and larger aggregate positions for the named individuals. These positions are below 5% for each listed entity or person, per the percentages disclosed.
Implications depend on advisor-client relationships: the filing notes the shares are owned by advisory clients of Manchester Management PR, LLC. Future filings could clarify whether these holdings are aggregated for reporting or represent distinct client accounts.
Amendment corrects or updates beneficial-ownership disclosure under Section 13 rules.
The Schedule 13G/A format and the attached Joint Filing Agreement indicate coordinated reporting by related filers. The exhibit structure and signatures dated 05/12/2026 comply with joint-filing conventions for passive/beneficial owners.
Key dependency is the advisory-client ownership statement; any change in investment or voting arrangements would require subsequent amendments in accordance with reporting thresholds.
Key Figures
James E. Besser holdings:1,076,935 sharesManchester Management Company holdings:919,935 sharesManchester Management PR holdings:919,935 shares+1 more
4 metrics
James E. Besser holdings1,076,935 sharesbeneficially owned; <date>as reported in Amendment No. 1</date>
Manchester Management Company holdings919,935 sharesbeneficially owned (4.2%)
Manchester Management PR holdings919,935 sharesbeneficially owned (4.2%)
Morgan C. Frank holdings888,935 sharesbeneficially owned (4.0%)
"Amendment No. 1 to Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Shared Voting Powercorporate
"Shared Voting Power 919,935.00 reported for Manchester entities"
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.
Beneficially ownedregulatory
"Amount beneficially owned: Manchester Management Company, LLC - 919,935"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
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 Stock, no par value
(Title of Class of Securities)
02074J501
(CUSIP Number)
03/31/2026
(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
Manchester Management Company, 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
919,935.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
919,935.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
919,935.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
02074J501
1
Names of Reporting Persons
Manchester Management PR, 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
PUERTO RICO
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
919,935.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
919,935.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
919,935.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
02074J501
1
Names of Reporting Persons
James E. Besser
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
157,000.00
6
Shared Voting Power
919,935.00
7
Sole Dispositive Power
157,000.00
8
Shared Dispositive Power
919,935.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,076,935.00
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
SCHEDULE 13G
CUSIP Number(s):
02074J501
1
Names of Reporting Persons
Morgan C. Frank
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
45,000.00
6
Shared Voting Power
843,935.00
7
Sole Dispositive Power
45,000.00
8
Shared Dispositive Power
843,935.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
888,935.00
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)
4.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Alpha Cognition Inc.
(b)
Address of issuer's principal executive offices:
1452 Hughes Street, Ste. 200, Grapevine, Texas, 76051, United States of America
Item 2.
(a)
Name of person filing:
Manchester Management Company, LLC
Manchester Management PR, LLC
James E. Besser
Morgan C. Frank
(b)
Address or principal business office or, if none, residence:
Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
Manchester Management PR, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
James E. Besser
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
Morgan C. Frank
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
(c)
Citizenship:
Manchester Management Company, LLC - Delaware
Manchester Management PR, LLC - Other - Puerto Rico
James E. Besser - United States
Morgan C. Frank - 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:
Manchester Management Company, LLC - 919,935
Manchester Management PR, LLC - 919,935
James E. Besser - 1,076,935
Morgan C. Frank - 888,935
(b)
Percent of class:
Manchester Management Company, LLC - 4.2%
Manchester Management PR, LLC - 4.2%
James E. Besser - 4.9%
Morgan C. Frank - 4.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Manchester Management Company, LLC - 0
Manchester Management PR, LLC - 0
James E. Besser - 157,000
Morgan C. Frank - 45,000
(ii) Shared power to vote or to direct the vote:
Manchester Management Company, LLC - 919,935
Manchester Management PR, LLC - 919,935
James E. Besser - 919,935
Morgan C. Frank - 843,935
(iii) Sole power to dispose or to direct the disposition of:
Manchester Management Company, LLC - 0
Manchester Management PR, LLC - 0
James E. Besser - 157,000
Morgan C. Frank - 45,000
(iv) Shared power to dispose or to direct the disposition of:
Manchester Management Company, LLC - 919,935
Manchester Management PR, LLC - 919,935
James E. Besser - 919,935
Morgan C. Frank - 843,935
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.
All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Manchester Management PR, LLC. None of those advisory clients may be deemed to beneficially own more than 5% of the Common Stock, no par value.
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.
What ownership stakes does ACOG report in this Schedule 13G/A amendment?
The filing reports Manchester Management Company, LLC and Manchester Management PR, LLC each hold 919,935 shares (4.2%). It also lists James E. Besser with 1,076,935 shares (4.9%) and Morgan C. Frank with 888,935 shares (4.0%).
Who signed the Amendment No. 1 for Alpha Cognition (ACOG)?
The amendment is signed by James E. Besser (as Managing Member) and Morgan C. Frank, with signature dates shown as 05/12/2026. The filing includes a Joint Filing Agreement as an exhibit.
Are the reported shares owned directly or on behalf of others for ACOG?
The filing states all reported securities are directly owned by advisory clients of Manchester Management PR, LLC. The filing clarifies that none of those advisory clients are deemed to beneficially own more than 5% of the class.
What voting and dispositive powers are reported for these ACOG holdings?
Manchester entities report 0 sole voting and dispositive power and 919,935 shared voting and dispositive power. Mr. Besser reports 157,000 sole voting/dispositive and 919,935 shared; Mr. Frank reports 45,000 sole and 843,935 shared.
Does this Schedule 13G/A indicate any filer exceeds 5% ownership of ACOG?
No listed filer exceeds 5%: the largest reported percentage is 4.9% (James E. Besser), with other reported percentages at 4.2% and 4.0%, as stated in the amendment.
