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CervoMed (NASDAQ: CRVO) closes $10M registered direct stock sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CervoMed Inc. closed a registered direct offering of 2,500,000 shares of common stock at $4.00 per share, raising gross proceeds of $10 million. The transaction was priced at-the-market under Nasdaq rules, with H.C. Wainwright & Co. acting as exclusive placement agent.

The company plans to use the net proceeds for working capital and general corporate purposes. The shares were issued under an effective Form S-3 shelf registration statement using a final prospectus supplement and accompanying prospectus filed with the SEC.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares issued 2,500,000 shares Registered direct offering of common stock
Offering price $4.00 per share Purchase price for common stock in offering
Gross proceeds $10 million Total before fees and expenses from the offering
Shelf registration Form S-3 File No. 333-282494 Declared effective October 10, 2024
Phase 2b trial RewinD-LB completed Neflamapimod in dementia with Lewy bodies
Interim biomarker data timing Early Q4 2026 Phase 2a trial in nonfluent variant primary progressive aphasia
EXPERTS-ALS dosing start Q4 2026 Expected first patient dosed in Phase 2a trial
registered direct offering financial
"announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
priced at-the-market under Nasdaq rules financial
"registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 2,500,000 shares"
shelf registration statement regulatory
"offered by the Company pursuant to a “shelf” registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Phase 2b RewinD-LB trial medical
"recently completed Phase 2b RewinD-LB trial evaluated neflamapimod in patients with dementia with Lewy bodies"
dementia with Lewy bodies (DLB) medical
"evaluated neflamapimod in patients with dementia with Lewy bodies (DLB), enriched for those without Alzheimer’s disease co-pathology"
A progressive brain disorder caused by abnormal protein deposits that disrupt normal brain wiring, leading to problems with thinking, movement, mood and visual hallucinations. Investors care because it defines a specific patient population, shapes demand for therapies, diagnostics and long‑term care, and creates regulatory and clinical trial risks and opportunities—similar to how knowing the size and rules of a market helps decide whether to fund or value new products.
forward-looking statements regulatory
"This press release includes express and implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Understanding 8-K Material Events →
false 0001053691 0001053691 2026-06-22 2026-06-22
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 22, 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.  ☐
 
1
Item 7.01. Regulation FD Disclosure.
 
On June 22, 2026, CervoMed Inc. (the “Company”) issued a press release announcing the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 2,500,000 shares of the Company’s common stock at a purchase price of $4.00 per share of common stock (the “Offering”).
 
The press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in or incorporated by reference into this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 8.01. Other Events.
 
On June 22, 2026, the Company closed the Offering.
 
2
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 
No.
 
Description
 
 
 
99.1
 
Press Release.
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
3
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CervoMed Inc.
 
 
 
 
 
 
Date: June 22, 2026
By:
/s/ William Elder
 
 
 
Name:
William Elder
 
 
 
Title:
Chief Financial Officer & General Counsel
 
 
4

Exhibit 99.1

 

CervoMed Announces Closing of $10 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

 

BOSTON, June 22, 2026 -- CervoMed Inc. (NASDAQ: CRVO), a clinical-stage biotechnology company developing treatments for age-related brain disorders (CervoMed or the Company), today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 2,500,000 shares of common stock at a purchase price of $4.00 per share.

 

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

 

The gross proceeds to the Company from the offering were $10 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

 

The common stock described above were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-282494) that was declared effective by the Securities and Exchange Commission (SEC) on October 10, 2024. The offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

About CervoMed

 

CervoMed is a clinical-stage company developing treatments for age-related brain disorders. Its lead drug candidate, neflamapimod, is an oral small molecule targeting critical disease processes underlying degenerative disorders of the brain by inhibiting a key enzyme involved in neuroinflammation and neurodegeneration. CervoMed’s recently completed Phase 2b RewinD-LB trial evaluated neflamapimod in patients with dementia with Lewy bodies (DLB), enriched for those without Alzheimer’s disease co-pathology, and the Company announced alignment with the US Food and Drug Administration (FDA) on a potential registration path for neflamapimod in DLB in November 2025. Initiation of a Phase 3 trial in DLB is subject to the establishment of a partnership and/or additional financing. CervoMed also recently completed enrollment in its ongoing Phase 2a clinical trial evaluating neflamapimod in nonfluent variant primary progressive aphasia, a subtype of frontotemporal disorders, from which interim biomarker data is anticipated in the early fourth quarter of 2026, and expects the first patient to be dosed with neflamapimod in the EXPERTS-ALS Phase 2a clinical trial in the fourth quarter of 2026

 

 

Forward-Looking Statements

 

This press release includes express and implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, regarding the intentions, plans, beliefs, expectations or forecasts for the future of the Company, including, but not limited to: expectations regarding market conditions and the anticipated use of proceeds from the offering. Terms such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “aims,” “seeks,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately,” “potential,” “target,” “project,” “contemplate,” “predict,” “forecast,” “continue,” or other words that convey uncertainty of future events or outcomes (including the negative of these terms) may identify these forward-looking statements. Although there is believed to be reasonable basis for each forward-looking statement contained herein, forward-looking statements by their nature involve risks and uncertainties, known and unknown, many of which are beyond the Company’s control and, as a result, actual results could differ materially from those expressed or implied in any forward-looking statement. Particular risks and uncertainties include, among other things, those related to: the Company’s available cash resources, the availability of additional funds on acceptable terms or at all, and the Company’s ability to continue as a going concern; the results of the Company’s clinical trials; the Company’s ability to successfully enter into a partnership to advance neflamapimod into Phase 3 for DLB in a timely manner, on acceptable terms, or at all; the likelihood and timing of any regulatory approval of neflamapimod or the nature of any feedback the Company may receive from the FDA or other regulators; the Company’s ability to maintain the intellectual property protection afforded by the Company’s patent portfolio; the ability to implement business plans, forecasts, and other expectations in the future; general economic, political, business, industry, and market conditions, inflationary pressures, and geopolitical conflicts; and the other factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 13, 2026, and other filings that the Company may file from time to time with the SEC. Any forward-looking statements in this press release speak only as of the date hereof (or such earlier date as may be identified). The Company does not undertake any obligation to update such forward-looking statements to reflect events or circumstances after the date of this press release, except to the extent required by law.

 

Contacts

 

Media:
Lisa Guiterman
Biongage Communications
lisa.guiterman@gmail.com
202-330-3431

 

Investor Relations:
Argot Partners
cervomed@argotpartners.com
212-600-1902 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did CervoMed (CRVO) announce in its June 22, 2026 Form 8-K?

CervoMed announced the closing of a previously disclosed registered direct offering of common stock, raising gross proceeds of $10 million. The deal involved issuing 2,500,000 shares at $4.00 per share and was priced at-the-market under Nasdaq rules.

How much capital did CervoMed (CRVO) raise and on what terms?

CervoMed raised gross proceeds of $10 million through a registered direct offering. The company sold 2,500,000 shares of common stock at a purchase price of $4.00 per share, before deducting placement agent fees and other offering expenses payable by the company.

How will CervoMed (CRVO) use the proceeds from the registered direct offering?

CervoMed intends to use the net proceeds from the offering for working capital and general corporate purposes. This gives the clinical-stage biotechnology company additional flexibility to fund its operations while it advances development of its lead drug candidate, neflamapimod, in multiple brain disorder indications.

Who acted as placement agent for CervoMed’s (CRVO) $10 million offering?

H.C. Wainwright & Co. acted as the exclusive placement agent for CervoMed’s registered direct offering. The firm assisted in the purchase and sale of 2,500,000 common shares at $4.00 per share under the company’s effective Form S-3 shelf registration statement.

Under which SEC registration did CervoMed (CRVO) issue the new shares?

The common stock was offered under CervoMed’s “shelf” registration statement on Form S-3, File No. 333-282494. This registration statement was declared effective by the SEC on October 10, 2024 and was used with a final prospectus supplement and accompanying prospectus.

What is CervoMed’s (CRVO) lead drug candidate and target indication?

CervoMed’s lead drug candidate is neflamapimod, an oral small molecule targeting disease processes in degenerative brain disorders. The company completed its Phase 2b RewinD-LB trial in dementia with Lewy bodies and has FDA alignment on a potential registration path for this indication announced in November 2025.

What upcoming clinical milestones did CervoMed (CRVO) highlight?

CervoMed noted interim biomarker data from its Phase 2a trial in nonfluent variant primary progressive aphasia is anticipated in early fourth quarter 2026. It also expects the first patient to be dosed in the EXPERTS-ALS Phase 2a neflamapimod trial in the fourth quarter of 2026.

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