Opaleye Management Increases Stake in Alpha Cognition with 130-Share Purchase at $7.90

Opaleye Management's Expanded Ownership Position in Alpha Cognition

The filing discloses that Opaleye Management Inc. completed a securities transaction involving Alpha Cognition Inc. common stock on July 24, 2026. Specifically, the investment firm acquired 130 shares at a price of $7.90 per share, expanding its beneficial ownership stake in the NASDAQ-listed company. Following this transaction, Opaleye Management's total beneficial ownership of ACOG common stock reached approximately 3,095,323 shares, distributed across multiple ownership structures and held indirectly rather than directly by the reporting entity.

The structure of Opaleye Management's ownership reflects the firm's role as both investment manager and portfolio manager for institutional accounts. The disclosure indicates that Opaleye, L.P., described as "the Fund," directly owns the primary block of shares, with Opaleye Management Inc. serving as the investment manager responsible for that fund's operations. This arrangement is common in the investment management industry, where institutional managers control equity stakes through managed vehicles rather than holding securities in their own names.

Investment Vehicle Structure and Beneficial Ownership Classifications

The filing reveals a multi-tiered ownership arrangement designed to accommodate institutional investment practices. Opaleye Management Inc. disclosed that it may be deemed to beneficially own securities held directly by Opaleye, L.P., its primary investment vehicle. In addition to the fund's holdings, the filing notes that a separately managed account under Opaleye's portfolio management holds an additional 100,000 shares of ACOG common stock. This dual-structure approach allows the investment firm to manage capital across different client accounts while maintaining clear delineation between fund assets and separately managed assets.

The reporting person, Opaleye Management Inc., qualified its beneficial ownership claim by explicitly disclaiming full beneficial ownership while acknowledging its pecuniary interest in the shares. The disclosure states that Opaleye Management "disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein." This language is standard in Section 16 filings where investment managers report on behalf of managed accounts and reflects the distinction between legal control and economic benefit. The filing notes that this Form 4 disclosure should not be construed as an admission that Opaleye Management is the beneficial owner for purposes of Section 16(a) of the Securities Exchange Act of 1934, a clarification intended to preserve the firm's legal position regarding ownership classifications.

Transaction Details and Price Information

The acquisition occurred on July 24, 2026, with the transaction reported to the Securities and Exchange Commission four days later on July 28, 2026. Opaleye Management executed the purchase of 130 shares at $7.90 per share, representing a relatively modest expansion of its position in ACOG common stock in numerical terms. The per-share price of $7.90 represents the transaction cost disclosed in the filing, though the disclosure does not provide context regarding whether this price reflects market conditions, volume considerations, or other factors influencing the transaction.

The transaction code used in the filing identifies the purchase as a standard open-market acquisition rather than an exercise of options, conversion of securities, or other derivative transaction. The filing distinguishes between non-derivative and derivative securities, with the 130-share acquisition classified as a non-derivative common stock transaction. The report shows no corresponding entries in the derivative securities table, indicating that no options, warrants, or convertible instruments were involved in the July 24 transaction.

Opaleye Management's Director Status and Beneficial Ownership Threshold

The disclosure identifies Opaleye Management Inc. as a director of Alpha Cognition Inc., though the filing does not specify which individual directors are affiliated with or employed by Opaleye Management. The filing also confirms that Opaleye Management is designated as a "10% Owner," a classification required under Section 16(a) of the Securities Exchange Act of 1934 for any person or entity beneficially owning more than 10 percent of an issuer's outstanding equity securities. This designation triggers mandatory reporting requirements for all transactions in the company's securities.

The beneficial ownership threshold of 10 percent creates specific compliance obligations for Opaleye Management with respect to ACOG securities transactions. Once an investor crosses this ownership threshold, all subsequent purchases, sales, and other dispositions of the company's securities must be reported on Form 4 within two business days of the transaction. The filing reflects Opaleye Management's compliance with this requirement, demonstrating that the investment firm has filed the disclosure within the regulatory timeframe specified by securities law.

Post-Transaction Ownership Composition and Fund Structure

Following the July 24, 2026 transaction, Opaleye Management's beneficial ownership of ACOG common stock totaled approximately 3,095,323 shares. Of this total, the disclosure indicates that 2,995,323 shares are owned directly by Opaleye, L.P., with the remaining 100,000 shares held through a separately managed account. The breakdown reflects the distinction between fund assets and separately managed account assets, a structural separation that serves different client relationships and investment objectives within the broader Opaleye Management organization.

The indirect ownership designation applied to all shares in the filing indicates that Opaleye Management Inc. does not hold any ACOG common stock directly in its own name. All beneficial ownership is exercised through intermediary investment vehicles, a structure typical for registered investment advisors and investment managers. This arrangement separates the corporate entity's balance sheet from the equity holdings managed on behalf of institutional clients, maintaining the traditional separation between a manager's operational assets and the securities under its management authority.

Compliance and Reporting Framework Under Section 16

The filing was executed in accordance with Section 16(a) of the Securities Exchange Act of 1934, which mandates disclosure by officers, directors, and principal shareholders of public companies. Opaleye Management's status as both a director and 10% owner of Alpha Cognition places the firm squarely within the reporting obligation framework. The Form 4 filing requirement applies to any transaction in company securities once an investor meets either the officer/director criterion or the 10% ownership threshold, both of which apply in Opaleye Management's case.

The document was signed on July 28, 2026 by James Silverman, identified as President of Opaleye Management Inc., confirming the authenticity and authorization of the disclosure. The filing includes a standard certification that intentional misstatements or omissions in the form constitute federal criminal violations under 18 U.S.C. 1001 and 15 U.S.C. 78ff(a), underlining the legal consequences associated with inaccurate Section 16 reporting. The Opaleye Management executive's signature represents attestation that the information contained in the filing is accurate and complete to the best of his knowledge.

Investor Implications of Insider Transaction Activity

The transaction disclosed in this filing represents continued investment activity by a significant shareholder with board-level involvement at Alpha Cognition. Investors may find relevance in tracking insider transactions as one indicator of company insiders' confidence in the business or their assessment of current valuation levels. However, the modest size of this particular transaction—130 shares—relative to Opaleye Management's total beneficial ownership of over 3 million shares suggests this was a routine portfolio adjustment rather than a major strategic positioning decision.

The disclosure does not reveal management guidance, commentary on company performance, or forward-looking statements regarding Alpha Cognition's business prospects. The filing is purely a transactional report, documenting changes in beneficial ownership without providing insight into the timing considerations, investment thesis, or strategic rationale behind Opaleye Management's decision to acquire these additional shares at the reported price. Investors analyzing insider transactions should exercise caution against over-interpreting individual trades, particularly small-volume acquisitions that may reflect portfolio rebalancing or other technical considerations rather than significant shifts in insider sentiment.

Alpha Cognition Shares Outstanding and Ownership Context

The filing does not disclose the total number of Alpha Cognition shares outstanding or provide information regarding the percentage of the company's equity represented by Opaleye Management's beneficial ownership position. Without this context, investors cannot determine the precise percentage ownership associated with the 3,095,323-share beneficial ownership position reported in the filing. The 10% Owner designation indicates that this stake exceeds 10 percent of outstanding shares, but the exact percentage remains undisclosed in this particular document.

Directors and significant shareholders often maintain stakes of varying sizes depending on the company's capital structure, historical transaction activity, and changes in share count resulting from equity issuances or repurchases. The filing makes clear that Opaleye Management qualifies as a 10% Owner by virtue of beneficial ownership calculations, but the specific mechanics of how this threshold is reached cannot be determined from the transaction details alone. Investors seeking a complete picture of Alpha Cognition's cap table and ownership distribution would need to consult additional disclosures, including the company's most recent proxy statement or quarterly reports.

Disclaimer and Forward-Looking Considerations

This article presents factual information derived from publicly available regulatory filings and does not constitute investment advice, a recommendation to buy or sell securities, or an endorsement of any particular investment strategy. The disclosure of insider transactions by company directors and principal shareholders should not be interpreted as predictive of future share price movements or company performance. Investors should conduct their own independent analysis and consult with qualified financial advisors before making investment decisions regarding Alpha Cognition or any other publicly traded security. Past transactions by insiders do not guarantee future outcomes, and changes in beneficial ownership may reflect various motivations unrelated to company fundamentals or stock valuation.