[SCHEDULE 13G/A] CervoMed Inc. Amended Passive Investment Disclosure
AWM reports 4.2% stake in CervoMed (405,165 shares)
AWM Investment Company, Inc. amended a Schedule 13G to report beneficial ownership of 405,165 shares (or share-equivalents) of CervoMed Inc., representing 4.2% of the class.
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AWM Investment Company, Inc. amended a Schedule 13G to report beneficial ownership of 405,165 shares (or share-equivalents) of CervoMed Inc., representing 4.2% of the class. The filing explains AWM holds sole voting and dispositive power over those positions through its advisory role to three funds, with a detailed split of 235,126, 68,748 and 101,291 warrants held by the named funds. The amendment was signed on 04/07/2026.
Insights
Routine beneficial-ownership amendment reporting a sub-5% stake via adviser-controlled funds.
AWM's amendment clarifies voting and dispositive power over 405,165 shares (or warrants) through its advisory relationships with three funds. The filing lists the per-fund breakdown: 235,126, 68,748, and 101,291.
Certain governance watchers note that holdings under 5.0% are commonly reported as informational; the filing affirms advisory control and lists principals involved. No transaction prices, proceeds, or transfer dates are provided in the excerpt.
Key Figures
Beneficial ownership:405,165 sharesPercent of class:4.2%Warrants held by SSFQP:235,126 warrants+3 more
6 metrics
Beneficial ownership405,165 sharesAmount beneficially owned reported in amendment
Percent of class4.2%Percent of class reported in Item 4
Warrants held by SSFQP235,126 warrantsReported as held by Special Situations Fund III QP, L.P.
Warrants held by CAYMAN68,748 warrantsReported as held by Special Situations Cayman Fund, L.P.
Warrants held by SSLS101,291 warrantsReported as held by Special Situations Life Sciences Fund, L.P.
Filing signature date04/07/2026Signature date on the amendment
Key Terms
beneficially owned, sole voting power, dispositive power, warrants
4 terms
beneficially ownedregulatory
"Amount beneficially owned: 405,165"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting powerregulatory
"Sole Voting Power 405,165.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
dispositive powerregulatory
"Sole Dispositive Power 405,165.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
warrantsfinancial
"235,126 warrants of the Issuer (the Shares)"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does AWM report in CervoMed (CRVO)?
AWM reports beneficial ownership of 405,165 shares representing 4.2%. The filing states AWM holds sole voting and dispositive power through its advisory role to three funds and provides a per-fund warrant breakdown dated in the amendment.
How is the 405,165 position allocated across AWM's funds?
The filing lists 235,126; 68,748; and 101,291 warrants by fund. AWM says it holds sole voting and investment power over those positions as investment adviser to SSFQP, CAYMAN, and SSLS.
Does this Schedule 13G/A indicate AWM intends to acquire or sell CRVO shares?
No trading intent or transaction instruction is disclosed in the amendment. The filing documents current beneficial ownership and voting/dispositive power; it does not state plans to buy or sell.
When was the Schedule 13G/A amendment signed?
The amendment was signed on 04/07/2026. The signature block lists Adam Stettner, Executive Vice President, signing the form on that date for AWM.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CervoMed Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
15713L109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
15713L109
1
Names of Reporting Persons
AWM Investment Company, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
405,165.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
405,165.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
405,165.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Life Sciences Fund, L.P. (SSLS). As the investment adviser to the Funds, AWM holds sole voting and investment power over 235,126 warrants of the Issuer (the Shares) held by SSFQP, 68,748 warrants held by CAYMAN and 101,291 warrants held by SSLS
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CervoMed Inc.
(b)
Address of issuer's principal executive offices:
20 PARK PLAZA, SUITE 424, BOSTON, MASSACHUSETTS, 02116
Item 2.
(a)
Name of person filing:
The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP) and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (SSLS), (CAYMAN, SSFQP, SSPE and SSLS, will hereafter be referred to as the Funds). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature.
David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP and LS Advisers, L.L.C., a New York limited liability company (LS). Greenhouse and Stettner are also controlling principals of AWM.
(b)
Address or principal business office or, if none, residence:
527 Madison Avenue, Suite 2600
New York, NY 10022
(c)
Citizenship:
AWM is a Delaware Corporation
(d)
Title of class of securities:
Common Stock, $.001 Par Value
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
405,165
(b)
Percent of class:
4.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting power over 235,126 warrants of the Issuer (the Shares) held by SSFQP, 68,748 warrants held by CAYMAN and 101,291 warrants held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole investment power over 235,126 warrants of the Issuer (the Shares) held by SSFQP, 68,748 warrants held by CAYMAN and 101,291 warrants held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
