Alpha Cognition Inc. ownership was reported by five reporting persons. Manchester Management Company, LLC and Manchester Management PR, LLC each reported beneficial ownership of 1,524,255 shares (6.9%); Manchester Explorer, L.P. reported 1,348,255 shares (6.1%). James E. Besser reported 1,639,255 shares (7.4%), including 115,000 with sole voting and dispositive power and 1,524,255 with shared power. Morgan C. Frank reported 1,393,255 shares (6.3%), including 45,000 with sole voting and dispositive power and 1,348,255 with shared power.
The reported securities are directly owned by advisory clients of Manchester Management PR, LLC. Among those clients, only Manchester Explorer, L.P. may be deemed to beneficially own more than 5% of the common stock. Each reporting person disclaims beneficial ownership except to the extent of its or their pecuniary interest.
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 Voting Powerregulatory
"Shared Voting Power"
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"
pecuniary interestregulatory
"except to the extent of his, her or its pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ACOG shares did each reporting person report?
The reported amounts were 1,524,255 shares for Manchester Management Company, LLC; 1,524,255 for Manchester Management PR, LLC; 1,348,255 for Manchester Explorer, L.P.; 1,639,255 for James E. Besser; and 1,393,255 for Morgan C. Frank. The reported percentages were 6.9%, 6.9%, 6.1%, 7.4%, and 6.3%, respectively.
Who directly owns the ACOG shares reported?
The reported securities are directly owned by advisory clients of Manchester Management PR, LLC. Among those clients, only Manchester Explorer, L.P. may be deemed to beneficially own more than 5% of the common stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Alpha Cognition Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
02074J501
(CUSIP Number)
07/14/2026
(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
1,524,255.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,524,255.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,524,255.00
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)
6.9 %
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
1,524,255.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,524,255.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,524,255.00
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)
6.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
02074J501
1
Names of Reporting Persons
Manchester Explorer, 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
PUERTO RICO
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,348,255.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,348,255.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,348,255.00
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)
6.1 %
12
Type of Reporting Person (See Instructions)
PN
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
115,000.00
6
Shared Voting Power
1,524,255.00
7
Sole Dispositive Power
115,000.00
8
Shared Dispositive Power
1,524,255.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,639,255.00
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)
7.4 %
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
1,348,255.00
7
Sole Dispositive Power
45,000.00
8
Shared Dispositive Power
1,348,255.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,393,255.00
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)
6.3 %
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
Manchester Explorer, L.P.
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
Manchester Explorer, L.P.
c/o Manchester Management Company, 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
Manchester Explorer, L.P. - Delaware
James E. Besser - United States
Morgan C. Frank - United States
(d)
Title of class of securities:
Common Stock, no par value
(e)
CUSIP Number(s):
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 - 1,524,255
Manchester Management PR, LLC - 1,524,255
Manchester Explorer, L.P. - 1,348,255
James E. Besser - 1,639,255
Morgan C. Frank - 1,393,255
(b)
Percent of class:
Manchester Management Company, LLC - 6.9%
Manchester Management PR, LLC - 6.9%
Manchester Explorer, L.P. - 6.1%
James E. Besser - 7.4%
Morgan C. Frank - 6.3%
(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
Manchester Explorer, L.P. - 0
James E. Besser - 115,000
Morgan C. Frank - 45,000
(ii) Shared power to vote or to direct the vote:
Manchester Management Company, LLC - 1,524,255
Manchester Management PR, LLC - 1,524,255
Manchester Explorer, L.P. - 1,348,255
James E. Besser - 1,524,255
Morgan C. Frank - 1,348,255
(iii) Sole power to dispose or to direct the disposition of:
Manchester Management Company, LLC - 0
Manchester Management PR, LLC - 0
Manchester Explorer, L.P. - 0
James E. Besser - 115,000
Morgan C. Frank - 45,000
(iv) Shared power to dispose or to direct the disposition of:
Manchester Management Company, LLC - 1,524,255
Manchester Management PR, LLC - 1,524,255
Manchester Explorer, L.P. - 1,348,255
James E. Besser - 1,524,255
Morgan C. Frank - 1,348,255
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.
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 are directly owned by advisory clients of Manchester Management PR, LLC. None of those advisory clients, other than Manchester Explorer, L.P., 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.
Manchester Management Company, LLC
Signature:
By: /s/ James E. Besser
Name/Title:
James E. Besser, Managing Member
Date:
09/23/2026
Manchester Management PR, LLC
Signature:
By: /s/ James E. Besser
Name/Title:
James E. Besser, Managing Member
Date:
09/23/2026
Manchester Explorer, L.P.
Signature:
By: /s/ James E. Besser
Name/Title:
James E. Besser, Managing Member of the General Partner
Date:
09/23/2026
James E. Besser
Signature:
By: /s/ James E. Besser
Name/Title:
James E. Besser
Date:
09/23/2026
Morgan C. Frank
Signature:
By: /s/ Morgan C. Frank
Name/Title:
Morgan C. Frank
Date:
09/23/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
