CervoMed Inc. Schedule 13G filing reports that CVI Investments, Inc. and Heights Capital Management, Inc. together beneficially hold 750,000 shares of CervoMed common stock, representing 5.5% of the class. The filing references 13,526,233 Shares outstanding as of completion of the offering per the Prospectus Supplement dated June 22, 2026. Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and may be deemed to possess voting and dispositive power over the shares; both Reporting Persons disclaim beneficial ownership except for pecuniary interest. The submission is signed by Sarah Travis and includes a Limited Power of Attorney and a Joint Filing Agreement as exhibits.
Positive
None.
Negative
None.
Insights
Structured disclosure of beneficial ownership and manager authority.
The filing lists 750,000 shares and states 5.5% of the outstanding common stock, providing a clear ownership snapshot after the referenced offering. It expressly notes the manager-client relationship: Heights Capital Management, Inc. serves as investment manager to CVI Investments, Inc.
Key dependencies include the Limited Power of Attorney and the accuracy of the Prospectus Supplement's 13,526,233 Shares outstanding figure. Subsequent filings would show any changes in holdings or voting power.
Filing aligns with Schedule 13G passive/reporting conventions.
The statement follows Schedule 13G formats by reporting amount beneficially owned, percent of class (5.5%), and the voting/dispositive power breakdown. It attaches a Limited Power of Attorney and Joint Filing Agreement to support authority to file.
Material actionability is limited: the filing is informational under securities rules and does not indicate planned transactions. Future Form 13D/4 filings would be required if the purpose or control intent changes.
Key Figures
Shares beneficially owned:750,000 sharesPercent of class:5.5%Shares outstanding:13,526,233 shares+1 more
4 metrics
Shares beneficially owned750,000 sharesAmount reported for CVI Investments / Heights Capital
Percent of class5.5%Percent beneficially owned as stated in the filing
Shares outstanding13,526,233 sharesOutstanding as of completion of the referenced offering per Prospectus Supplement dated June 22, 2026
CUSIP15713L109CUSIP for CervoMed common stock listed on cover
Key Terms
beneficially owned, shared dispositive power, Limited Power of Attorney, Schedule 13G
4 terms
beneficially ownedregulatory
"Amount beneficially owned: The information required by this Item 4(a) is set forth in Row 9"
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.
shared dispositive powerregulatory
"Shared Dispositive Power 750,000.00"
Limited Power of Attorneylegal
"Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney"
Schedule 13Gregulatory
"This statement is filed by the entities listed below ... with respect to the shares of common stock"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
What stake does CVI Investments report in CervoMed (CRVO)?
CVI Investments and Heights Capital report 750,000 shares, equal to 5.5% of the class. The filing cites 13,526,233 Shares outstanding as of the referenced offering completion per the Prospectus Supplement dated June 22, 2026.
Who may exercise voting or dispositive power over these CRVO shares?
The filing states Heights Capital Management, Inc. is the investment manager to CVI Investments and may exercise the reported voting and dispositive powers. Both Reporting Persons disclaim beneficial ownership except for pecuniary interest.
What documents accompany the Schedule 13G for CRVO?
The Schedule 13G includes Exhibit 24, a Limited Power of Attorney, and Exhibit 99, a Joint Filing Agreement. These exhibits document filing authority and the joint filing arrangement among the Reporting Persons.
Does this filing indicate an intent to acquire control of CervoMed?
No specific change-of-control intent is stated. The filing reports passive beneficial ownership under Schedule 13G conventions; any shift toward control or active acquisition intent would typically trigger an updated filing such as a Form 13D.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CervoMed Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
15713L109
(CUSIP Number)
06/18/2026
(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
CVI Investments, 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
750,000.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP Number(s):
15713L109
1
Names of Reporting Persons
Heights Capital Management, 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
0.00
6
Shared Voting Power
750,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
750,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
750,000.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
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:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of CervoMed Inc. (the "Company"), $0.001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
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:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Company's Prospectus Supplement (to Prospectus dated October 10, 2024, Registration No. 333-282494), filed on June 22, 2026, indicates there were 13,526,233 Shares outstanding as of the completion of the offering of the Shares referred to therein.
(b)
Percent of class:
5.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
06/26/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
06/26/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 24 hereto.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
24 Limited Power of Attorney
99 Joint Filing Agreement
