Opaleye entities report 2.56M shares in Alpha Cognition (NASDAQ: ACOG)

Rhea-AI Filing Summary

Alpha Cognition Inc. amendment to a joint Schedule 13G/A reports that Opaleye-linked reporting persons beneficially own 2,561,950 shares of common stock, representing 11.77% of the class. The filing attributes shared voting and dispositive power over those shares, and cites 21,774,104 shares outstanding as of 03/31/2026 from Alpha Cognition's Form 10-K.

The statement is filed jointly by Opaleye Management Inc., Opaleye, L.P., and James Silverman and clarifies the adviser/fund relationship and voting/dispositive arrangements for the reported holdings.

Insights

Governance Analyst

Joint disclosure shows a material passive stake with shared control.

The filing lists 2,561,950 shares (11.77%) held directly by the Fund and in a managed account where the Adviser has shared voting and dispositive power. It clarifies the adviser–fund–individual relationship without asserting sole beneficial ownership.

Potential implications include reporting transparency around aggregated holdings; subsequent Form 13 filings would show whether this position crosses active ownership thresholds or leads to additional disclosures.

Securities Compliance Counsel

Amendment documents joint filing mechanics and attribution facts.

The amendment reiterates that the Adviser advises the Fund and that Mr. Silverman controls the Adviser while disclaiming admission of beneficial ownership under Section 13. It also supplies the issuer address and CUSIP for record linkage.

Legal significance is procedural and disclosure-focused; cash‑flow treatment or transaction activity is not described in the excerpt.

Key Figures

Reported shares beneficially owned: 2,561,950 shares Percent of class: 11.77% Opaleye, L.P. reported shares: 2,471,950 shares +1 more

4 metrics

Reported shares beneficially owned 2,561,950 shares Amount beneficially owned reported in Item 4(a)

Percent of class 11.77% Percent of class reported in Item 4(b)

Opaleye, L.P. reported shares 2,471,950 shares Amount reported for Opaleye, L.P. in the joint filing

Shares outstanding (reference) 21,774,104 shares Shares outstanding as reported in Alpha Cognition Form 10-K, <date>03/31/2026</date>

Key Terms

Schedule 13G/A, shared voting power, beneficially owned

3 terms

Schedule 13G/A regulatory

"Amendment No. 4 Alpha Cognition Inc. Common Stock"

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 power regulatory

"Shared Voting Power 2,561,950.00"

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.

beneficially owned regulatory

"Amount beneficially owned: 2,561,950.00"

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. 4)

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

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 2,561,950.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,561,950.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,561,950.00

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)

11.77 %

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 2,471,950.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,471,950.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,471,950.00

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)

11.35 %

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-K filed with the SEC on 03/31/2026.

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 2,561,950.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,561,950.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,561,950.00

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)

11.77 %

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, 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: 2,561,950.00
(b)	Percent of class: 11.77 %
(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: 2,561,950.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,561,950.00
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:	05/11/2026

Opaleye, L.P.

Signature:	/s/ James Silverman
Name/Title:	General Partner
Date:	05/11/2026

James Silverman

Signature:	/s/ James Silverman
Name/Title:	Individually
Date:	05/11/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement by and among the reporting persons

FAQ

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

The joint amendment reports 2,561,950 shares, representing 11.77% of common stock. The amount includes shares held directly by the fund and in a managed account over which the adviser has shared control.

Who filed the Schedule 13G/A amendment for ACOG?

The statement was filed jointly by Opaleye Management Inc., Opaleye, L.P., and James Silverman. It describes the adviser–fund relationship and Mr. Silverman as the adviser's controlling person.

How is voting and dispositive power described in the filing?

The filing states the reporting persons have shared voting and shared dispositive power over the reported 2,561,950 shares; sole voting and dispositive power are reported as zero.

What outstanding share base does the filing reference for ACOG?

The amendment cites Alpha Cognition's Form 10-K, reporting 21,774,104 shares outstanding as of 03/31/2026, which is the basis for the percentage calculation shown in the filing.

Does the filing claim the reporting persons are the beneficial owners?

The joint statement expressly notes the filing "should not be construed as an admission" that any Reporting Person is the beneficial owner for Section 13 purposes; it limits attribution to the facts stated about holdings and advisory relationships.