[Form 4] CervoMed Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 25-Jun-2025 CervoMed Inc. (CRVO) filed a Form 4 reporting that director and 10% owner Joshua S. Boger received a stock-option award on 23-Jun-2025. The grant covers 8,100 shares of common stock, exercisable at $6.52 per share under the 2025 Equity Incentive Plan. Vesting occurs in equal monthly 1/12th installments beginning 30-Jun-2025 and ending after one year, subject to Mr. Boger’s continued board service. No shares were bought or sold; the filing simply discloses a new derivative position. If exercised, the options would modestly increase the share count, but the size of the award is immaterial to the company’s overall capital structure. The transaction signals standard director compensation and better aligns the director’s economic interests with shareholders.

Positive

• The option grant links director compensation to share price performance, aligning interests with shareholders.
• A short, monthly vesting schedule encourages continued board service without excessive lock-up periods.

Negative

• Exercise of the award would introduce 8,100 additional shares, creating slight dilution, albeit immaterial.
• The filing involves no actual share purchase, offering limited insight into insider valuation sentiment.

Insights

Securities Analyst

TL;DR Minor, routine option grant to director; negligible dilution and neutral valuation impact.

The Form 4 shows only a standard non-cash compensation event: a right to purchase 8,100 shares at $6.52, vesting over 12 months. With CervoMed’s float presumably in the tens of millions, the resulting potential dilution is de minimis. Because no open-market purchase or sale occurred, the filing does not signal insider sentiment regarding valuation. Overall the development has virtually no effect on earnings, cash flow, or enterprise value and should not influence investment decisions.

Corporate Governance Expert

TL;DR Option award modestly improves board-shareholder alignment; standard practice, positive from governance lens.

Granting equity to non-employee directors is a widely accepted best practice. The one-year, monthly vesting schedule ensures sustained engagement while avoiding over-long lock-ups. The size of the award is small, limiting dilution risk. Designating Mr. Boger as both director and 10% owner already ties his wealth to performance; this incremental grant reinforces that linkage. No red flags appear in the compensation structure, supporting a stable governance profile.

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
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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^*

BOGER JOSHUA S

(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	X	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.
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FAQ

What did CervoMed (CRVO) disclose in the latest Form 4?

Director Joshua S. Boger received an option to buy 8,100 shares at $6.52 on 23-Jun-2025.

What is the vesting schedule for Joshua Boger’s options?

The options vest monthly in 1/12th increments over one year, starting 30-Jun-2025 and ending 30-May-2026.

Does the Form 4 indicate any insider buying or selling of CRVO shares?

No. It reports a new option grant; no common shares were bought or sold.

What is the potential dilution from the option grant?

If fully exercised, the grant would add 8,100 shares, a negligible increase relative to CervoMed’s total outstanding shares.

Why is Joshua Boger classified as a 10% owner?

Per the filing, he already owns ≥10% of CRVO, so SEC rules treat him as both director and 10% owner for reporting purposes.