CervoMed Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>CervoMed Inc. (CRVO) has submitted its 2023 10-K filing, providing a comprehensive overview of its financial health and operational status for the fiscal year ending December 31, 2023.</b>

AI Summary

CervoMed Inc. (CRVO) filed a Annual Report (10-K) with the SEC on March 29, 2024. CervoMed Inc. (CRVO) filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing details the company's financial performance, business operations, and risk factors. Key dates include the fiscal year end of December 31, 2023, and the filing date of March 29, 2024. The company was formerly known as Diffusion Pharmaceuticals Inc., RestorGenex Corp, and Stratus Media Group, Inc. The report covers the period from January 1, 2023, to December 31, 2023.

Why It Matters

For investors and stakeholders tracking CervoMed Inc., this filing contains several important signals. This 10-K filing is crucial for investors to assess CervoMed's financial stability, strategic direction, and potential risks as of year-end 2023. Understanding the details within this report allows stakeholders to make informed decisions regarding their investment in CRVO, considering its historical changes and future outlook.

Risk Assessment

Risk Level: medium — CervoMed Inc. shows moderate risk based on this filing. The company has undergone several name changes and has a history of different corporate identities, which may indicate past restructuring or strategic shifts that warrant careful examination.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand CervoMed's current financial position and future prospects.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period end date)
• 2024-03-29 — Filing Date (Date the 10-K was filed)
• 0001053691 — Central Index Key (Company identifier)
• 2834 — Standard Industrial Classification (Industry code for Pharmaceutical Preparations)
• DE — State of Incorporation (State where the company is incorporated)
• 001-37942 — SEC File Number (SEC filing identifier)

Key Players & Entities

• CervoMed Inc. (company) — Filer name
• CRVO (company) — Ticker symbol
• 20231231 (date) — Fiscal year end
• 20240329 (date) — Filing date
• Diffusion Pharmaceuticals Inc. (company) — Former company name
• RestorGenex Corp (company) — Former company name
• Stratus Media Group, Inc (company) — Former company name
• 20 Park Plaza, Suite 424, Boston, MA 02116 (address) — Business address

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-29: 10-K Filing Date — The date CervoMed Inc. officially submitted its annual report.

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share CRVO NASDAQ Capital Marke
• $149.4 m — e gross proceeds of up to approximately $149.4 million, announced March 28, 2024 and exp
• $0 — mmon Stock the common stock, par value $0.001, of EIP issued and outstanding prio
• $21 million — al Institutes of Health NIA Grant the $21 million grant awarded to us by the NIA in Janua
• $39.24 — of common stock at a purchase price of $39.24 per share expected to be issued in conn
• $50 m — cement are expected to be approximately $50 million, before deducting offering fees a
• $99.4 million — l gross proceeds of up to approximately $99.4 million may be received if the Series A Warrant
• $21.0 million — study in patients with DLB funded by a $21.0 million grant from the NIA. We expect to comple

Filing Documents

• crvo20231231_10k.htm (10-K) — 1737KB
• ex_643173.htm (EX-4.15) — 1KB
• ex_643086.htm (EX-4.16) — 34KB
• ex_643087.htm (EX-10.11) — 48KB
• ex_643088.htm (EX-10.12) — 64KB
• ex_643089.htm (EX-21.1) — 5KB
• ex_645744.htm (EX-23.1) — 3KB
• ex_643090.htm (EX-31.1) — 8KB
• ex_643098.htm (EX-31.2) — 8KB
• ex_643097.htm (EX-32.1) — 4KB
• ex_643096.htm (EX-32.2) — 4KB
• ex_643094.htm (EX-97.1) — 35KB
• a01.jpg (GRAPHIC) — 13KB
• ex_643087img001.jpg (GRAPHIC) — 4KB
• exhibit413.jpg (GRAPHIC) — 208KB
• grph01.jpg (GRAPHIC) — 59KB
• grph02.jpg (GRAPHIC) — 53KB
• grph03.jpg (GRAPHIC) — 39KB
• grph04.jpg (GRAPHIC) — 50KB
• grph05.jpg (GRAPHIC) — 22KB
• grph06.jpg (GRAPHIC) — 35KB
• grph07.jpg (GRAPHIC) — 52KB
• 0001437749-24-010064.txt (&nbsp;) — 7926KB
• crvo-20231231.xsd (EX-101.SCH) — 51KB
• crvo-20231231_def.xml (EX-101.DEF) — 430KB
• crvo-20231231_lab.xml (EX-101.LAB) — 335KB
• crvo-20231231_pre.xml (EX-101.PRE) — 453KB
• crvo-20231231_cal.xml (EX-101.CAL) — 36KB
• crvo20231231_10k_htm.xml (XML) — 763KB

Business

Business 5 Item 1A:

Risk Factors

Risk Factors 45 Item 1B: Unresolved Staff Comments 89 Item 1C: Cybersecurity 89 Item 2:

Properties

Properties 90 Item 3:

Legal Proceedings

Legal Proceedings 91 Item 4: Mine Safety Disclosures 91 Part II Item 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 92 Item 6: [Reserved] 92 Item 7:

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 93 Item 7A: Quantitative and Qualitative Disclosure About Market Risk 101 Item 8:

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 102 Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 124 Item 9A:

Controls and Procedures

Controls and Procedures 124 Item 9B: Other Information 125 Item 9C: Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 125 Part III Item 10: Directors, Executive Officers and Corporate Governance 126 Item 11:

Executive Compensation

Executive Compensation 126 Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 126 Item 13: Certain Relationships and Related Transactions, and Director Independence 126 Item 14: Principal Accountant Fees and Services 126 Part IV Item 15: Exhibit and Financial Statement Schedules 127 Item 16: Form 10-K Summary 131 INTRODUCTORY NOTES Note Regarding Company References and Other Defined Terms As previously disclosed in our Current Report on Form 8-K filed on August 17, 2023 with the SEC, on August 16, 2023, the Delaware corporation formerly known as "Diffusion Pharmaceuticals Inc." completed a merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger, dated March 30, 2023 (the "Merger Agreement") by and among Diffusion Pharmaceuticals Inc. ("Diffusion"), Dawn Merger Inc., a wholly-owned subsidiary of Diffusion ("Merger Sub") and EIP Pharma, Inc. ("EIP "), pursuant to which Merger Sub merged with and into EIP, with EIP surviving the Merger a wholly-owned subsidiary of Diffusion (the "Merger"). Additionally, on August 16, 2023, Diffusion changed its name from "Diffusion Pharmaceuticals Inc." to "CervoMed Inc." Prior to the Effective Time (as defined below), in connection with the transactions contemplated by the Merger Agreement, Diffusion effected a reverse stock split of the Company's common stock, par value $0.001 per share ("common stock"), at a ratio of 1-for-1.5 (the "Reverse Stock Split"). At the Effective Time, each outstanding share of EIP capital stock was converted into the right to receive 0.1151 shares of Company common stock. For accounting purposes, the Merger is treated as a reverse recapitalization under US GAAP and EIP is considered the accounting acquirer. Accordingly, EIP's historical results of operations are deemed the Company's historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the results of operations of the c

BUSINESS

BUSINESS Overview We are a clinical-stage biotechnology company focused on developing treatments for age-related neurologic disorders. We are currently focused on the development of our lead drug candidate, neflamapimod, an investigational, orally administered, small molecule brain penetrant that inhibits p38 in the neurons (nerve cells) within the brains of people with neurodegenerative diseases. Neflamapimod has the potential to treat and improve synaptic dysfunction, the reversible aspect of the underlying disease processes in DLB and certain other major neurological disorders, and is currently being evaluated in our ongoing RewinD-LB Trial, a Phase 2b study in patients with DLB funded by a $21.0 million grant from the NIA. We expect to complete enrollment in the RewinD-LB Trial during the second quarter of 2024 and to report initial results from the placebo-controlled portion of the study during the fourth quarter of 2024. Our novel approach focuses on reducing the impact of inflammation in the brain, or neuroinflammation, which we believe is a key factor in the manifestation of degenerative diseases of the brain, including DLB. Chronic activation of the enzyme p38 in the neurons (nerve cells) within the brains of people with neurodegenerative diseases is believed to impair how neurons communicate through synapses (the connections between neurons). This impairment, termed synaptic dysfunction, leads to deterioration of cognitive and motor abilities. Left untreated, synaptic dysfunction can result in neuronal loss that leads to devastating disabilities, significant reliance on a caretaker, long term care living, and, ultimately, death. However, before neuronal loss commences, disease progression in major neurodegenerative disorders, including DLB, initially involves a protracted period of functional loss, particularly with respect to the synapses. We believe that inhibiting p38 activity in the brain, by interfering with key pathogenic drivers of disease, has

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View this 10-K filing on SEC EDGAR