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Alpha Cognition Inc. received a new Schedule 13G reporting a 5.1% passive stake in its common shares. Manchester Management Company, LLC and Manchester Management PR, LLC each report beneficial ownership of 1,127,181 common shares, representing 5.1% of the class as of 12/30/2025.
The firms report shared voting and dispositive power over all 1,127,181 shares and no sole power. All securities are directly owned by advisory clients of Manchester Management PR, LLC, and no individual client is deemed to own more than 5% of the class. The reporting persons certify the holdings are not for the purpose of changing or influencing control of Alpha Cognition.
FAQ
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What ownership stake in Alpha Cognition Inc. (ACOG) is reported in this Schedule 13G?
The filing reports beneficial ownership of 1,127,181 Alpha Cognition common shares, representing 5.1% of the outstanding class. This crosses the 5% disclosure threshold, requiring public reporting of the position and related voting and dispositive power details.
Who are the reporting persons in the Alpha Cognition (ACOG) Schedule 13G?
The reporting persons are Manchester Management Company, LLC and Manchester Management PR, LLC. Both entities report the same 1,127,181 Alpha Cognition common shares as beneficially owned, each representing a 5.1% stake in the issuer’s common equity.
How many Alpha Cognition (ACOG) shares do the reporting entities control and how?
Each reporting entity shows 1,127,181 common shares beneficially owned, with shared voting and dispositive power over all those shares and no sole voting or dispositive power. This structure reflects coordinated control rather than individual, unilateral decision-making authority.
Who directly owns the Alpha Cognition (ACOG) shares referenced in the Schedule 13G?
All reported securities are directly owned by advisory clients of Manchester Management PR, LLC. The filing states that none of these advisory clients may be deemed to beneficially own more than 5% of Alpha Cognition’s common shares, spreading ownership across multiple underlying accounts.
Is the Alpha Cognition (ACOG) 5.1% position intended to influence control of the company?
The reporting persons certify the shares were not acquired and are not held to change or influence control of Alpha Cognition. They also state the holdings are not part of any transaction aimed at such a purpose, consistent with a passive investment posture.
Do Manchester Management entities claim full beneficial ownership of Alpha Cognition (ACOG) shares?
The filing notes that each reporting person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest. This means they recognize economic exposure while clarifying that ultimate ownership lies with their advisory clients holding the accounts.
Manchester Management Company, LLC
MANCHESTER MANAGEMENT PR, LLC
(b)
Address or principal business office or, if none, residence:
Manchester Management Company, LLC
2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907
(c)
Citizenship:
Manchester Management Company, LLC - Delaware
MANCHESTER MANAGEMENT PR, LLC - Other - Puerto Rico
(d)
Title of class of securities:
Common Shares, 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 - 1,127,181
MANCHESTER MANAGEMENT PR, LLC - 1,127,181
(b)
Percent of class:
Manchester Management Company, LLC - 5.1%
MANCHESTER MANAGEMENT PR, LLC - 5.1%
(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
(ii) Shared power to vote or to direct the vote:
Manchester Management Company, LLC - 1,127,181
MANCHESTER MANAGEMENT PR, LLC - 1,127,181
(iii) Sole power to dispose or to direct the disposition of:
Manchester Management Company, LLC - 0
MANCHESTER MANAGEMENT PR, LLC - 0
(iv) Shared power to dispose or to direct the disposition of:
Manchester Management Company, LLC - 1,127,181
MANCHESTER MANAGEMENT PR, LLC - 1,127,181
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 may be deemed to beneficially own more than 5% of the Common Shares, 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:
02/17/2026
MANCHESTER MANAGEMENT PR, LLC
Signature:
By: /s/ James E. Besser
Name/Title:
James E. Besser, Managing Member
Date:
02/17/2026
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.
