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%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.
Positive
Amendment corrects prior omission to include warrants and restores accurate beneficial ownership disclosure
Clear disclosure of the Beneficial Ownership Blocker that prevents exercise above 9.99%, reducing immediate control risk
Quantified ownership and share counts provided: 1,026,937 shares beneficially owned and 9,252,719 shares outstanding used for percentage calculation
Negative
Prior filing omitted warrants due to a clerical error, requiring this corrective amendment
Rounding limitations in EDGAR caused the reported percentage on cover pages to be rounded down to 9.9%, which could confuse readers
Insights
TL;DR: Amendment corrects ownership reporting to show near-10% economic exposure via warrants with an exercise blocker limiting voting/ownership.
The filing clarifies that RA Capital Healthcare Fund holds warrants for 1,266,143 shares but cannot exercise beyond an amount that would push ownership above 9.99%, leaving 1,026,937 shares reportable as beneficially owned by the reporting persons as of June 30, 2025. This is material disclosure for ownership ceilings and potential dilution scenarios. The corrected figures and the disclosed outstanding share count provide a clear basis to compute the capped ownership percentage. The correction addresses a prior clerical omission, restoring transparency around potential future share issuance from warrants.
TL;DR: The amendment remedies a reporting omission and confirms a contractual blocker that prevents control-by-exercise above 9.99%.
The document confirms the reporting persons expressly disclaim being a "group" and state delegated voting/dispositive authority relationships among RA Capital entities and principals. The Beneficial Ownership Blocker is documented, which constrains warrant exercise and limits change-in-control concerns tied to these securities. The filing also records standard disclaimers about beneficial ownership for Section 13(d) purposes and documents signatures of authorized signatories, supporting procedural compliance after the clerical correction.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
CervoMed Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
15713L109
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
15713L109
1
Names of Reporting Persons
RA Capital Management, L.P.
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
0.00
6
Shared Voting Power
1,026,937.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,026,937.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,026,937.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: This Amendment No. 3 to Schedule 13G (this "Amendment") is being filed to correct Amendment No. 2 to Schedule 13G by RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the "Reporting Persons"), filed with the Securities and Exchange Commission on August 14, 2025. Due to a clerical error, Amendment No. 2 inadvertently omitted the beneficial ownership of shares of Common Stock underlying warrants held by RA Capital Healthcare Fund, L.P. as of June 30, 2025. This Amendment is being filed to correct this clerical error and report the beneficial ownership of the Reporting Persons as of June 30, 2025.
SCHEDULE 13G
CUSIP No.
15713L109
1
Names of Reporting Persons
Peter Kolchinsky
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,026,937.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,026,937.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,026,937.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: This Amendment No. 3 to Schedule 13G (this "Amendment") is being filed to correct Amendment No. 2 to Schedule 13G by RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the "Reporting Persons"), filed with the Securities and Exchange Commission on August 14, 2025. Due to a clerical error, Amendment No. 2 inadvertently omitted the beneficial ownership of shares of Common Stock underlying warrants held by RA Capital Healthcare Fund, L.P. as of June 30, 2025. This Amendment is being filed to correct this clerical error and report the beneficial ownership of the Reporting Persons as of June 30, 2025.
SCHEDULE 13G
CUSIP No.
15713L109
1
Names of Reporting Persons
Rajeev Shah
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,026,937.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,026,937.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,026,937.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: This Amendment No. 3 to Schedule 13G (this "Amendment") is being filed to correct Amendment No. 2 to Schedule 13G by RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the "Reporting Persons"), filed with the Securities and Exchange Commission on August 14, 2025. Due to a clerical error, Amendment No. 2 inadvertently omitted the beneficial ownership of shares of Common Stock underlying warrants held by RA Capital Healthcare Fund, L.P. as of June 30, 2025. This Amendment is being filed to correct this clerical error and report the beneficial ownership of the Reporting Persons as of June 30, 2025.
SCHEDULE 13G
CUSIP No.
15713L109
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
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
0.00
6
Shared Voting Power
1,026,937.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,026,937.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,026,937.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: This Amendment No. 3 to Schedule 13G (this "Amendment") is being filed to correct Amendment No. 2 to Schedule 13G by RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the "Reporting Persons"), filed with the Securities and Exchange Commission on August 14, 2025. Due to a clerical error, Amendment No. 2 inadvertently omitted the beneficial ownership of shares of Common Stock underlying warrants held by RA Capital Healthcare Fund, L.P. as of June 30, 2025. This Amendment is being filed to correct this clerical error and report the beneficial ownership of the Reporting Persons as of June 30, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CervoMed Inc.
(b)
Address of issuer's principal executive offices:
20 Park Plaza, Suite 424, Boston, MA, 02116.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
15713L109
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:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Fund directly holds warrants ("Warrants") exercisable for up to 1,266,143 shares of Common Stock. The Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Fund is currently prohibited from exercising a portion of the Warrants to the extent that such exercise would result in beneficial ownership of more than 1,026,937 shares of Common Stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker, each Reporting Person's beneficial ownership percentage was 9.99% as of June 30, 2025. Such percentage is based upon the sum of (i) 9,252,719 shares of the Issuer's Common Stock outstanding as of June 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 8, 2025 and (ii) 1,026,937 shares of Common Stock issuable upon the exercise of the Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.
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 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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/20/2025
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/20/2025
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/20/2025
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
08/20/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 14, 2025)
What ownership stake does RA Capital report in CervoMed (CRVO)?
The reporting persons disclose beneficial ownership of 1,026,937 shares, representing 9.99% of the class as of June 30, 2025 (cover pages show 9.9% due to rounding).
Why was this Schedule 13G/A filed for CRVO?
This Amendment No. 3 was filed to correct Amendment No. 2, which inadvertently omitted beneficial ownership of shares underlying warrants held by RA Capital Healthcare Fund, L.P.
How many shares are issuable upon exercise of the warrants held by the Fund?
The Fund directly holds warrants exercisable for up to 1,266,143 shares of Common Stock, subject to the Beneficial Ownership Blocker.
What is the Beneficial Ownership Blocker and its effect?
The Blocker prevents exercise of warrants to the extent the Fund and affiliates would own more than 9.99% of Common Stock, effectively limiting current exercisable shares to produce 1,026,937 shares beneficially owned.
Do the reporting persons form a group under the filing?
No; the reporting persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
