CervoMed (NASDAQ: CRVO) logs 67% turnout, backs 2026 proposals

Rhea-AI Filing Summary

CervoMed Inc. held its 2026 Annual Meeting of Stockholders on June 8, 2026. Stockholders of record on April 17, 2026 could vote, with 9,258,719 shares of common stock outstanding as of that date.

Holders of 6,218,593 shares, or about 67.2% of shares outstanding, were present virtually or by proxy, so a quorum was achieved. All eight director nominees received the requisite plurality of votes and were elected. Three additional proposals, each requiring a majority of votes present and entitled to vote, were approved, including Proposal No. 2 with 6,092,751 votes for and Proposal No. 3 and Proposal No. 4 with more votes for than against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 9,258,719 shares Shares represented at meeting: 6,218,593 shares Turnout percentage: 67.2% +4 more

7 metrics

Shares outstanding 9,258,719 shares Common stock outstanding as of April 17, 2026 record date

Shares represented at meeting 6,218,593 shares Shares present virtually or by proxy at 2026 Annual Meeting

Turnout percentage 67.2% Shares represented as a percentage of shares outstanding

Proposal 2 For votes 6,092,751 votes Votes in favor of Proposal No. 2

Proposal 2 Against votes 21,433 votes Votes against Proposal No. 2

Proposal 3 For votes 3,073,013 votes Votes in favor of Proposal No. 3

Proposal 4 For votes 3,044,744 votes Votes in favor of Proposal No. 4

Key Terms

Broker Non-Votes, quorum, Definitive Proxy Statement, Schedule 14A, +1 more

5 terms

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes 3,073,013 | 104,221 | 7,786 | 3,033,573"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum financial

"representing approximately 67.2% of the shares outstanding ... and, accordingly, a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Definitive Proxy Statement regulatory

"more fully described in the Company’s Definitive Proxy Statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Schedule 14A regulatory

"Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

Annual Meeting of Stockholders financial

"The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CervoMed Inc."

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false 0001053691 0001053691 2026-06-08 2026-06-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

June 8, 2026

Date of Report (Date of earliest event reported)

CervoMed Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37942	30-0645032
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
20 Park Plaza, Suite 424 Boston, Massachusetts		02116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 744-4400

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		CRVO		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07         Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CervoMed Inc. (the “Company” or “we”) was held on June 8, 2026. Stockholders of record at the close of business on April 17, 2026 (the “Record Date”), were entitled to vote at the Annual Meeting and, as of the Record Date, there were 9,258,719 shares of the Company’s common stock outstanding. At the Annual Meeting, the holders of 6,218,593 shares were present, virtually or by proxy, representing approximately 67.2% of the shares outstanding as of the Record Date and, accordingly, a quorum was present at the Annual Meeting.

The matters submitted to the Company’s stockholders and voted upon at the meeting, which are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), as well as the results of each such vote were as follows:

(1) Proposal No. 1 – To elect eight persons to serve as directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are elected and qualified.

The election of each nominee pursuant to Proposal No. 1 required the affirmative vote of a plurality of the votes present and entitled to vote at the Annual Meeting and, accordingly, each nominee received the requisite number of votes for election at the Annual Meeting.

​	​	For	​	​	Withheld	​	​	Broker Non-Votes	​
John Alam, MD	​	3,155,846	​	​	29,174	​	​	3,033,573	​
Joshua S. Boger, PhD	​	3,141,298	​	​	43,722	​	​	3,033,573	​
Sylvie Grégoire, PharmD	​	3,153,199	​	​	31,821	​	​	3,033,573	​
Jane H. Hollingsworth, JD	​	3,126,987	​	​	58,033	​	​	3,033,573	​
Jeffrey V. Poulton	​	3,154,178	​	​	30,842	​	​	3,033,573	​
David Quigley	​	3,153,944	​	​	31,076	​	​	3,033,573	​
Marwan Sabbagh, MD	​	3,154,321	​	​	30,699	​	​	3,033,573	​
Frank Zavrl	​	3,153,967	​	​	31,053	​	​	3,033,573	​

(2) Proposal No. 2 – To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

The approval of Proposal No. 2 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 2 received the requisite number of votes for approval at the Annual Meeting.

For	Against	Abstain
6,092,751	21,433	104,409

(3) Proposal No. 3 – To approve, on an advisory basis, the compensation of the Company’s named executive officers during the year ended December 31, 2024, as disclosed in the Proxy Statement.

The approval of Proposal No. 3 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 3 received the requisite number of votes for approval at the Annual Meeting.

For	Against	Abstain	Broker Non-Votes
3,073,013	104,221	7,786	3,033,573

(4) Proposal No. 4 – To approve Amendment No. 1 to the CervoMed Inc. 2025 Equity Incentive Plan.

The approval of Proposal No. 4 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 4 received the requisite number of votes for approval at the Annual Meeting.

For	Against	Abstain	Broker Non-Votes
3,044,744	132,860	7,416	3,033,573

Item 9.01                  Financial Statements and Exhibits

(d)         Exhibits

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 9, 2026	CervoMed Inc.
	By:	/s/ William Elder
	Name:	William Elder
	Title:	Chief Financial Officer & General Counsel

FAQ

What was approved at CervoMed (CRVO) 2026 Annual Meeting?

All proposals at CervoMed’s 2026 Annual Meeting were approved. Stockholders elected all director nominees and passed Proposals 2, 3, and 4 by majority vote among shares present and entitled to vote.

How many CervoMed (CRVO) shares were outstanding for the 2026 vote?

CervoMed had 9,258,719 common shares outstanding as of the April 17, 2026 record date for the Annual Meeting. Only holders of these shares at that date were entitled to vote at the meeting.

What was shareholder turnout at CervoMed’s 2026 Annual Meeting?

6,218,593 shares were represented at the 2026 Annual Meeting, equal to approximately 67.2% of shares outstanding on the record date. This level of participation established a valid quorum for conducting business.

How did CervoMed (CRVO) stockholders vote on Proposal No. 2?

Proposal No. 2 received strong support from CervoMed stockholders. It obtained 6,092,751 votes for, 21,433 against, and 104,409 abstentions, satisfying the majority-of-votes-present requirement for approval.

What were the voting results on CervoMed’s Proposal No. 3?

Proposal No. 3 was approved by a majority of votes present. It received 3,073,013 votes for, 104,221 against, 7,786 abstentions, and 3,033,573 broker non-votes, meeting the stated approval standard.

Did any CervoMed (CRVO) director nominees fail to be elected in 2026?

All eight CervoMed director nominees were elected in 2026. Each nominee received more votes for than withheld, satisfying the plurality voting requirement for election at the Annual Meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB