[SCHEDULE 13G] Alpha Cognition Inc. SEC Filing

Rhea-AI Filing Summary

Alpha Cognition Inc. received a Schedule 13G reporting that Opaleye Management Inc., Opaleye, L.P. and James Silverman together beneficially own 1,875,142 shares of Alpha Cognition common stock, representing 8.97% of the class based on 20,902,104 shares outstanding as cited. The filing shows no sole voting or dispositive power; instead the holders report shared voting and shared dispositive power over the reported shares. The statement clarifies the Adviser–Fund relationship and that Mr. Silverman exercises control over the Adviser, and includes a certification that the stake was not acquired to change control. Signatures are dated 10/03/2025 and the issuer address is listed in Grapevine, Texas.

Positive

• Transparency: Public disclosure of 1,875,142 shares ( 8.97% ) provides clear ownership information
• Certification: Filing includes a certification that the stake was not acquired to change control

Negative

• No sole voting or dispositive power: Holders report 0 shares of sole voting or dispositive authority
• Concentrated ownership: A near-9% stake is material and could attract attention from other shareholders or activists

Insights

Institutional Ownership Analyst

Opaleye discloses a 8.97% passive stake in Alpha Cognition.

The filing reports an aggregate holding of 1,875,142 shares held with shared voting and shared dispositive power, indicating coordinated ownership rather than sole control. This level of ownership is materially above 5% and therefore requires public disclosure under Schedule 13G rules.

Because the filing includes a certification that the position is not intended to influence control, the stake appears to be reported as passive for regulatory purposes.

Corporate Governance Expert

Shared voting power and adviser structure limit unilateral control.

The report names Opaleye Management Inc. as adviser to Opaleye, L.P. with James Silverman exercising control over the adviser, yet all voting and dispositive powers are reported as shared, not sole. That structure signals coordinated decision-making rather than an individual controller.

The filing’s certification that the holdings were not acquired to change control reduces immediate governance-impact concerns disclosed in this statement.

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)

10/01/2025

(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 1,875,142.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,875,142.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,875,142.00

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)

8.97 %

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 1,875,142.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,875,142.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,875,142.00

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)

8.97 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Based on 20,902,104 Common Shares outstanding as reported by Alpha Cognition, Inc. in its Form 424B5 filed with the SEC on October 1, 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 1,875,142.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,875,142.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,875,142.00

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)

8.97 %

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: 1,875,142.00
(b)	Percent of class: 8.97%
(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: 1,875,142.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,875,142.00
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	10/03/2025

Opaleye, L.P.

Signature:	/s/ James Silverman
Name/Title:	General Partner
Date:	10/03/2025

James Silverman

Signature:	/s/ James Silverman
Name/Title:	Individually
Date:	10/03/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement by and among the reporting persons

FAQ

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

Opaleye reported beneficial ownership of 1,875,142 shares, equal to 8.97% of the common stock.

Does Opaleye have sole voting control over the reported shares?

No. The filing reports 0 shares of sole voting power and 1,875,142 shares of shared voting power.

On what outstanding share count is the 8.97% calculated?

The percentage is based on 20,902,104 common shares outstanding as reported in Alpha Cognition’s Form 424B5 filed October 1, 2025.

Who signed the Schedule 13G for Opaleye and when?

The filing is signed by James Silverman in his roles for Opaleye Management Inc., Opaleye, L.P., and individually, dated 10/03/2025.

Did the filing state an intent to change or influence control of Alpha Cognition?

No. The certification states the securities were not acquired and are not held to change or influence control.