[Form 4] CervoMed Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider filing overview: CervoMed Inc. (CRVO) submitted a Form 4 reporting an equity award to newly elected director Frank Zavrl.

• Transaction date: 23 June 2025, reported on 25 June 2025.
• Instrument: Non-qualified stock option covering 8,100 shares of CervoMed common stock.
• Exercise price: $6.52 per share.
• Term: Option expires 23 June 2035 (10-year life).
• Vesting schedule: 1/12th of the option (≈675 shares) vests monthly on the last calendar day from 30 June 2025 through 31 May 2026, contingent on continued board service.
• Ownership impact: Following the grant, Zavrl beneficially owns 8,100 derivative securities; no open-market purchases or sales of common shares were reported.

The award was made under CervoMed’s 2025 Equity Incentive Plan in accordance with the company’s non-employee director compensation policy. No 10b5-1 trading plan was indicated, and no changes were disclosed to Zavrl’s direct or indirect ownership of non-derivative shares.

Investor takeaways: The filing represents routine onboarding compensation, aligning a new board member’s interests with shareholders. Dilution effect is immaterial at less than 0.1 % of the company’s outstanding shares (exact share count not provided in the filing). No immediate cash outflow or revenue impact arises, and the option strike price embeds future performance risk.

Positive

• Equity grant aligns director incentives with shareholder value creation through option-based compensation.
• Minimal dilution: 8,100 shares are immaterial relative to typical small-cap share counts.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director option grant; improves alignment, minimal dilution, neutral governance impact.

The Form 4 discloses a standard equity grant to a first-time CervoMed director. Such grants are customary in U.S. public companies and are structured to vest over one year, reinforcing regular board engagement. The $6.52 strike price encourages value creation above today’s market price (current price not included in filing). From a governance lens, the single-recipient, service-based vesting and absence of performance hurdles are typical for small-cap biotech boards. Because the award represents a negligible fraction of outstanding shares and involves no sale of stock, it neither signals insider optimism nor concern. Net impact on shareholder rights and dilution is de minimis.

Securities Analyst

TL;DR: Neutral filing—no buy/sell, only option grant; insignificant valuation effect.

The 8,100-share option equates to roughly US$52.9 k in face value at the strike price, assuming full exercise. With no transactions in common stock, there is no near-term liquidity signal. The 10-year tenor is standard, and the one-year vesting horizon does not pressure short-term price action. Investors should view the disclosure as administrative; it does not alter earnings outlook, cash runway, or strategic trajectory. Unless aggregated insider activity trends change, the market impact should be negligible.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ZAVRL FRANK

(Last) (First) (Middle)

20 PARK PLAZA, SUITE 424

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CervoMed Inc. [ CRVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.52	06/23/2025		A		8,100		(1)	06/23/2035	Common Stock	8,100	$0	8,100	D

Explanation of Responses:

1. On June 23, 2025, in connection with the Reporting Person's election to the Issuer's board of directors at its 2025 Annual Meeting of Stockholders, the Reporting Person was granted an option to purchase 8,100 shares of the Issuer's common stock under the Issuer's 2025 Equity Incentive Plan in accordance with the terms of the Issuer's non-employee director compensation policy. The shares of common stock underlying the award will vest on a monthly basis over a one-year period in substantially equal 1/12th increments on the last day of each month beginning on June 30, 2025, subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ William R. Elder, attorney-in-fact for the Reporting Person	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did director Frank Zavrl receive according to CervoMed (CRVO) Form 4?

An option to purchase 8,100 shares of CervoMed common stock at a $6.52 exercise price.

When does the CRVO option granted to Frank Zavrl expire?

The option has a 10-year term, expiring on 23 June 2035.

How will the 8,100 CRVO options vest?

They vest monthly in 1/12th increments from 30 June 2025 through May 2026, contingent on continued board service.

Did Frank Zavrl buy or sell any CervoMed common shares?

No. The filing only reports an option grant; no purchases or sales of common stock were disclosed.

Is the Form 4 tied to a Rule 10b5-1 trading plan?

The box for a Rule 10b5-1(c) plan was not checked, indicating the transaction is not under such a plan.