Opaleye discloses 9.5% Alpha Cognition (ACOG) stake in Schedule 13G

Rhea-AI Filing Summary

Alpha Cognition Inc. received a Schedule 13G reporting a significant shareholder position by Opaleye-related entities. Opaleye Management Inc., Opaleye, L.P., and James Silverman report beneficial ownership of 2,070,784 shares of Alpha Cognition common stock, representing 9.52% of the class as of 12/31/2025.

Most of the position, 2,015,784 shares or 9.27% of the class, is held by Opaleye, L.P. The filer reports shared voting and shared dispositive power over 2,070,784 shares and no sole power. The reporting persons certify the holdings are not for the purpose of changing or influencing control of the company.

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)

12/31/2025

(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 2,070,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,070,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,070,784.00

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)

9.52 %

12

Type of Reporting Person (See Instructions)

IA, CO

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 2,015,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,015,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,015,784.00

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)

9.27 %

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 2,070,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,070,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,070,784.00

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)

9.52 %

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 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. 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: 2,070,784.00
(b)	Percent of class: 9.52%
(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: 2,070,784.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,070,784.00
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:	02/06/2026

Opaleye, L.P.

Signature:	/s/ James Silverman
Name/Title:	General Partner
Date:	02/06/2026

James Silverman

Signature:	/s/ James Silverman
Name/Title:	Individually
Date:	02/06/2026

Comments accompanying signature: Exhibit 99.1 Joint Filing Agreement by and among the reporting persons

FAQ

What stake in Alpha Cognition (ACOG) did Opaleye report on this Schedule 13G?

Opaleye-related entities reported beneficial ownership of 2,070,784 Alpha Cognition common shares, representing 9.52% of the outstanding class as of 12/31/2025. This makes them a significant shareholder under U.S. securities rules requiring Schedule 13G disclosure.

Who are the reporting persons on the Alpha Cognition (ACOG) Schedule 13G?

The filing lists Opaleye Management Inc. (the investment adviser), Opaleye, L.P. (the fund), and James Silverman. The shares are directly held by Opaleye, L.P., while Opaleye Management advises the fund and James Silverman exercises control over the adviser.

How many Alpha Cognition (ACOG) shares are held directly by Opaleye, L.P.?

Opaleye, L.P. is reported as directly holding 2,015,784 Alpha Cognition common shares, equal to 9.27% of the class. The percentage is based on 21,742,104 common shares outstanding, as reported by Alpha Cognition in a prior Form 10-Q.

What voting and dispositive powers are reported over Alpha Cognition (ACOG) shares?

The reporting persons state they have shared voting power and shared dispositive power over 2,070,784 shares, and no sole voting or dispositive power. This means decisions on voting and selling these shares are made jointly, not individually.

Does the Opaleye Schedule 13G indicate an attempt to control Alpha Cognition (ACOG)?

No. The reporting persons specifically certify the securities were not acquired and are not held to change or influence control of Alpha Cognition. They also note the filing should not be construed as an admission of beneficial ownership under Section 13.

What key date is associated with Opaleye’s Alpha Cognition (ACOG) holdings in this Schedule 13G?

The Schedule 13G identifies 12/31/2025 as the date of the event requiring the filing. Ownership percentages, including the 9.52% stake, are calculated as of that date using Alpha Cognition’s then-reported outstanding share count.