CervoMed SEC Filings

CervoMed Inc. filed a Form S-8 to register 800,000 shares of common stock for issuance under its 2025 Equity Incentive Plan, and 129,000 shares of common stock issuable upon exercise of previously announced non-qualified stock option inducement awards granted on June 9, 2025 and October 6, 2025 in accordance with Nasdaq Listing Rule 5635(c)(4).

The filing incorporates CervoMed’s recent 10-Qs for the quarters ended March 31, June 30, and September 30, 2025, and multiple 8-Ks filed in 2025. It also summarizes the company’s Delaware-law indemnification framework for directors and officers and lists exhibits including the legal opinion, auditor consent, and plan documents.

CervoMed Inc. filed its Q3 2025 10‑Q, reporting a net loss of $7,726,639 on grant revenue of $322,569. Operating expenses were $8,366,768, including $6,040,442 for research and development and $2,326,326 for general and administrative costs. Other income totaled $317,560.

The company ended the quarter with $27.3 million in cash, cash equivalents, and marketable securities and stated that these resources are insufficient to fund operations for at least twelve months, creating substantial doubt about its ability to continue as a going concern. For the first nine months of 2025, CervoMed reported a net loss of $18,879,077 and used $16,874,264 in operating cash flow, partially offset by $4,588,687 of net proceeds from selling 550,000 shares under its at‑the‑market program. As of November 5, 2025, common shares outstanding were 9,252,719. The NIA grant has delivered $19.5 million to date, with approximately $1.6 million remaining under current awards.

CervoMed (CRVO) furnished an 8-K stating it received written feedback from the U.S. Food and Drug Administration aligning on key aspects of its proposed Phase 3 clinical trial of neflamapimod for patients with dementia with Lewy bodies. The company disclosed this via a press release furnished under Regulation FD.

Selected sections of the press release—covering the initial overview, “Phase 3 Trial Design and Regulatory Alignment,” and part of “Advancing Towards Registration”—are incorporated by reference under Other Events. The 8-K notes the press release is furnished, not filed, under the Exchange Act.

CervoMed Inc. appointed David Quigley to its Board of Directors. The Board expanded from seven to eight members, and Quigley will serve until the next annual meeting. He brings over 25 years at McKinsey, including roles leading Private Capital and Life Sciences practices.

In connection with his appointment, Quigley received a stock option for 16,200 shares at an exercise price of $7.02, vesting in 36 equal monthly installments beginning October 31, 2025, under the 2025 Equity Incentive Plan. He will also receive standard non-employee director cash and equity compensation and entered into the company’s standard director and officer indemnification agreement. Quigley will not serve on any standing committees.

CervoMed Inc. furnished a Regulation FD update, noting that an investor presentation is available on its website under “Investors – Events and Presentations.” Company representatives may use the materials periodically in meetings and conferences.

The information is being furnished, not filed, and may be updated at management’s discretion as warranted by law. The filing also lists Exhibit 104, the cover page interactive data file embedded in Inline XBRL.

CervoMed Inc. reported a Form 4 showing that Matthew Winton, serving as Chief Commercial and Business Officer and a director-level officer, received a grant of 75,000 stock options as an inducement award tied to his employment. The options have an exercise price of $8.62 and were issued with an acquisition date of 10/06/2025. The award vests in equal monthly installments over 36 months, beginning on 10/31/2025, and the option term extends to 10/06/2035. The filing was signed on 10/07/2025.

CervoMed Inc. (CRVO) filed an initial Form 3 reporting that Matthew Winton, identified as an officer (Chief Commercial and Business), does not beneficially own any securities of the company as of the event date 10/06/2025. The filing lists Winton's business address in Boston and is signed by the reporting person. No derivative or non-derivative holdings are disclosed.

CervoMed Inc. (CRVO) received an amended Schedule 13G/A from RA Capital entities and two individuals correcting a prior filing to report warrants and resulting beneficial ownership as of June 30, 2025. The amendment discloses that RA Capital Healthcare Fund, L.P. holds warrants exercisable for up to 1,266,143 shares, but a contractual "Beneficial Ownership Blocker" limits exercise so the Fund and affiliated reporting persons may not beneficially own more than 9.99% of CervoMed's common stock. As corrected, each reporting person is shown as beneficially owning 1,026,937 shares, representing 9.99% (rounded to 9.9% on cover pages) based on 9,252,719 shares outstanding plus issuable upon exercise. The filing states the prior omission was a clerical error and disclaims group status and broader beneficial ownership except for Section 13(d) purposes.