Alpha Cognition Inc. reports an amended joint Schedule 13G/A disclosing ownership by Opaleye-affiliated filers. The Reporting Persons state beneficial ownership of 2,620,369 shares, representing 12.03% of common stock. The filing attributes 2,530,369 shares (11.62%) to Opaleye, L.P. and notes the holdings include shares in a managed account over which voting and dispositive power are shared.
Positive
None.
Negative
None.
Insights
Opaleye-related entities now clearly disclose a >10% stake in Alpha Cognition.
The filing shows 2,620,369 shares (12.03%) held jointly by Opaleye Management Inc., Opaleye, L.P., and James Silverman; 2,530,369 shares (11.62%) are shown for the Fund based on share counts.
Ownership is reported as shared voting and dispositive power, and the statement is a joint filing rather than an admission of beneficial ownership under Section 13. Future filings may update whether this position changes.
Shared voting/dispositive power implies adviser control over managed-account votes.
The disclosure clarifies roles: the Adviser advises the Fund and Mr. Silverman is the Adviser's controlling person. The filing reiterates that it should not be construed as admitting beneficial ownership under Section 13.
Watch for subsequent amendments or Form 13D/13G updates if voting arrangements or percentages change.
Key Figures
Reported holdings:2,620,369 sharesPercent of class:12.03%Fund holdings:2,530,369 shares+2 more
5 metrics
Reported holdings2,620,369 sharesAmount beneficially owned by Reporting Persons
Percent of class12.03%Percent of common stock represented by 2,620,369 shares
Fund holdings2,530,369 sharesAmount attributed to Opaleye, L.P.
Fund percent11.62%Percent of class for Opaleye, L.P. based on issuer report
Shares outstanding (context)21,774,104 sharesShares outstanding per Alpha Cognition Form 10-Q referenced in filing
"Amendment No. 5 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.
beneficial ownershipfinancial
"Amount beneficially owned: 2,620,369.00"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared dispositive powerregulatory
"Shared Dispositive Power 2,620,369.00"
managed accountfinancial
"Includes shares held in a managed account over which the Adviser has shared voting"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Alpha Cognition Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
02074J501
(CUSIP Number)
05/21/2026
(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
2,620,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,620,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,620,369.00
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)
12.03 %
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
2,530,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,530,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,530,369.00
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)
11.62 %
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
2,620,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,620,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,620,369.00
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)
12.03 %
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:
2,620,369.00
(b)
Percent of class:
12.03 %
(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:
2,620,369.00
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,620,369.00
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:
05/22/2026
Opaleye, L.P.
Signature:
/s/ James Silverman
Name/Title:
General Partner
Date:
05/22/2026
James Silverman
Signature:
/s/ James Silverman
Name/Title:
Individually
Date:
05/22/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement by and among the reporting persons
What stake does Opaleye report in Alpha Cognition (ACOG)?
The joint filing reports 2,620,369 shares, equal to 12.03% of Alpha Cognition's common stock, held by Opaleye entities and James Silverman as disclosed in the amendment.
How many shares does Opaleye, L.P. specifically report owning?
Opaleye, L.P. reports 2,530,369 shares, representing 11.62% of common stock based on the issuer's Form 10-Q share count referenced in the filing.
Does this filing state who controls voting of the shares?
The filing states the shares are held with shared voting and dispositive power—the Adviser and related entities report shared authority over vote and disposition.
Does the joint filing mean Opaleye is the beneficial owner under Section 13?
The Reporting Persons explicitly state the filing "should not be construed as an admission" that any Reporting Person is the beneficial owner for Section 13 purposes.
What base share count does the filing use to calculate percentages?
Percentages are calculated using 21,774,104 shares outstanding as reported by the issuer in its Form 10-Q filed on 05/14/2026.
