Opaleye entities report 2.19M shares in Alpha Cognition (ACOG) filing

Rhea-AI Filing Summary

Alpha Cognition Inc. ownership update: Opaleye Management Inc., Opaleye, L.P. and James Silverman report shared beneficial ownership of 2,193,589 common shares, equal to 10.09% of the class. The filing states the Adviser has shared voting and dispositive power and cites November 13, 2025 for a 21,742,104 shares outstanding reference.

Insights

Governance & Securities Counsel

Disclosure clarifies shared advisory control over a >10% stake.

The statement reports 2,193,589 shares and 10.09% beneficial ownership tied to Opaleye entities and Mr. Silverman, with shared voting/dispositive power. The filing includes a joint filing agreement and a citation to outstanding shares as of November 13, 2025.

Key dependency: the ownership percentages rely on the cited 21,742,104 shares outstanding figure. Subsequent filings could update the percentage if the share count changes.

Investor Relations Analyst

Position crosses the 10% reporting threshold; signals a notable holder position.

The filing lists shared voting and dispositive power for 2,193,589 shares and notes additional shares held in a managed account. The adviser and Mr. Silverman may be deemed to beneficially own related managed-account holdings.

Practical implication: this is a static ownership disclosure; trading intentions and cash‑flow treatment are not stated in the excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Alpha Cognition Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

02074J501

(CUSIP Number)

02/19/2026

(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)

SCHEDULE 13G

CUSIP No. 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 2,193,589.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,193,589.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,193,589.00

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)

10.09 %

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 No. 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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,125,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,125,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,125,000.00

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)

9.77 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Based on 21,742,104 Common Shares outstanding as reported by Alpha Cognition, Inc. in its Form 10-Q filed with the SEC on November 13, 2025.

SCHEDULE 13G

CUSIP No. 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 2,193,589.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,193,589.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,193,589.00

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)

10.09 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Adviser and Mr. Silverman may be deemed to beneficially own additional shares held in a Managed Account, beyond the Fund's direct holdings.

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: Opaleye Management Inc. Opaleye, L.P. James Silverman This statement is filed by (i) Opaleye Management Inc. (the "Adviser"), (ii) Opaleye, L.P. (the "Fund") and (iii) James Silverman with respect to shares directly held by the Fund and in a managed account. The Adviser serves as investment adviser to the Fund. Mr. Silverman exercises control over the Adviser. The filing of this statement should not be construed as an admission that any of the foregoing persons is, for the purposes of Section 13 of the Securities Exchange Act, the beneficial owner 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. - Massachusetts James Silverman - USA
(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: 2,193,589.00
(b)	Percent of class: 10.09%
(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: 2,193,589.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,193,589.00
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:	02/20/2026

Opaleye, L.P.

Signature:	/s/ James Silverman
Name/Title:	General Partner
Date:	02/20/2026

James Silverman

Signature:	/s/ James Silverman
Name/Title:	Individually
Date:	02/20/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement by and among the reporting persons

FAQ

What stake does Opaleye report in Alpha Cognition (ACOG)?

Opaleye reports beneficial ownership of 2,193,589 shares, equal to 10.09% of the common stock. The percentage is calculated using a 21,742,104 shares outstanding figure cited as of November 13, 2025.

Who are the reporting persons in the ACOG Schedule 13G/A?

The filing is by Opaleye Management Inc. (the Adviser), Opaleye, L.P. (the Fund) and James Silverman. It states the Adviser serves the Fund and Mr. Silverman exercises control over the Adviser.

Does the filing state who controls voting of the shares for ACOG?

The filing shows shared voting power and shared dispositive power for 2,193,589 shares. It reports 0 sole voting or sole dispositive power for the reporting persons.

Are additional managed-account holdings included in ACOG's ownership count?

The filing comments that the Adviser and Mr. Silverman may be deemed to beneficially own additional shares held in a managed account beyond the Fund's direct holdings. The disclosed 2,193,589 shares include managed-account holdings under shared control.