Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Alpha Cognition Inc. (Name of Issuer) |
Common Stock (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 02074J501 |
| 1 | Names of Reporting Persons
AWM Investment Company, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,172,036.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P.(CAYMAN), Special Situations Fund III QP, L.P. (SSFQP), Special Situations Private Equity Fund, L.P.(SSPE) and Special Situations Life Sciences Fund, L.P. (SSLS). As the investment adviser to the Funds, AWM holds sole voting and investment power over 1,672,168 Common Shares and 948,484 pre-funded Warrants: 244,657 shares of Common Stock and 153,063 (pre-funded) Warrants held by CAYMAN, 873,773 shares of Common Stock and 542,491 (pre-funded) Warrants held by SSFQP, 76,869 shares of Common Stock and 126,465 (pre-funded) Warrants held by SSPE and 476,869 shares of Common Stock and 126,465 (pre-funded) Warrants held by SSLS. Warrants described herein may only be converted or exercised into Common Shares to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. The number of shares beneficially owned is calculated using 9.99% of the outstanding shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Alpha Cognition Inc. | |
| (b) | Address of issuer's principal executive offices:
1452 HUGHES RD., STE. 200, GRAPEVINE, TEXAS, 76051 | |
| Item 2. | ||
| (a) | Name of person filing:
The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Sp
ecial Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP), Special Situations Private Equity Fund, L.P., a Delaware limited partnership (SSPE) and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (SSLS). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP; MG Advisers, L.L.C., a New York limited liability company (MG), the general partner of SSPE and LS Advisers, L.L.C., a New York limited liability company (LS). Greenhouse and Stettner are also controlling principals of AWM. | |
| (b) | Address or principal business office or, if none, residence:
527 Madison Avenue, Suite 2600 New York, NY 10022 | |
| (c) | Citizenship:
AWM is a Delaware Corporation | |
| (d) | Title of class of securities:
Common Stock | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,172,036 | |
| (b) | Percent of class:
9.9 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P., Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Life Sciences Fund, L.P. As the investment adviser to the Funds, AWM holds sole voting power over 244,657 shares of Common Stock and 153,063 (pre-funded) Warrants held by CAYMAN, 873,773 shares of Common Stock and 542,491 (pre-funded) Warrants held by SSFQP, 76,869 shares of Common Stock and 126,465 (pre-funded) Warrants held by SSPE and 476,869 shares of Common Stock and 126,465 (pre-funded) Warrants held by SSLS. *** Warrants described herein may only be converted or exercised into Common Shares to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P., Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Life Sciences Fund, L.P. As the investment adviser to the Funds, AWM holds sole investment power over 244,657 shares of Common Stock and 153,063 (pre-funded) Warrants held by CAYMAN, 873,773 shares of Common Stock and 542,491 (pre-funded) Warrants held by SSFQP, 76,869 shares of Common Stock and 126,465 (pre-funded) Warrants held by SSPE and 476,869 shares of Common Stock and 126,465 (pre-funded) Warrants held by SSLS. *** Warrants described herein may only be converted or exercised into Common Shares to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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