CervoMed Reports Material Agreement & Security Holder Rights Modifications

TL;DR

**CervoMed just reported a new material agreement and changes to shareholder rights, details pending.**

AI Summary

CervoMed Inc. filed an 8-K on February 28, 2024, reporting an entry into a Material Definitive Agreement and Material Modifications to Rights of Security Holders, with the earliest event date being February 26, 2024. The filing indicates these significant corporate actions, but the specific terms of the agreement or the nature of the modifications are not detailed in this initial snippet. The company, incorporated in Delaware, has a business address at 20 Park Plaza, Suite 424, Boston, MA 02116.

Why It Matters

Material definitive agreements and modifications to security holder rights can significantly alter a company's financial obligations, operational structure, or the value and control associated with its shares, directly impacting investors.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, rights modification) whose specific terms are not disclosed, creating uncertainty about their potential positive or negative impact on the company and its shareholders.

Key Players & Entities

• CervoMed Inc. (company) — Registrant
• February 26, 2024 (date) — Date of earliest event reported
• February 28, 2024 (date) — Filed as of date
• Delaware (company) — State of incorporation
• 03 Life Sciences (company) — Organization Name
• Diffusion Pharmaceuticals Inc. (company) — Former company name
• RestorGenex Corp (company) — Former company name
• Stratus Media Group, Inc (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — on which registered Common Stock , $0.001 par value CRVO NASDAQ Capital Market

Filing Documents

• crvo20240228_8k.htm (8-K) — 32KB
• ex_632210.htm (EX-4.2) — 23KB
• 0001437749-24-005900.txt ( ) — 190KB
• crvo-20240226.xsd (EX-101.SCH) — 3KB
• crvo-20240226_def.xml (EX-101.DEF) — 11KB
• crvo-20240226_lab.xml (EX-101.LAB) — 15KB
• crvo-20240226_pre.xml (EX-101.PRE) — 11KB
• crvo20240228_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Amendment to Pre-Funded Warrant As previously disclosed, on August 16, 2023, CervoMed Inc. (the "Company") consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of March 30, 2023, by and among the Company, Dawn Merger Sub Inc. ("Merger Sub") and EIP Pharma, Inc. ("EIP"), including the merger of Merger Sub with and into EIP, with EIP surviving the merger as a wholly owned subsidiary of the Company (the "Merger"). In connection therewith, among other things, the Company issued a pre-funded warrant (the "Pre-Funded Warrant") to The Joshua S. Boger 2021 Trust DTD 12/09/2021 (the "Trust" or the "Holder") to purchase an aggregate of 495,995 shares of Company's common stock, par value $0.001 per share ("common stock"), for a purchase price of $0.001 per share. Joshua S. Boger, Ph.D., the sole trustee of the Trust, was appointed as the Chair of the Company's board of directors effective as of February 7, 2024. On February 26, 2024, the Company and the Trust entered into an amendment (the "Amendment") to the Pre-Funded Warrant pursuant to which the parties eliminated a limitation in the Pre-Funded Warrant restricting any exercise that would otherwise result in the Holder's beneficial ownership exceeding 9.99% of the Company's outstanding common stock. The foregoing description of the Pre-Funded Warrant and the Amendment do not constitute a complete summary of the terms thereof and are qualified in their entirety by reference to the full text of the form of Pre-Funded Warrant and the Amendment, copies of which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders To the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events Pre-Funded Warrant Exercise On February 26, 2024, following the effectiveness of the Amendment, the Trust exercised the Pre-Funded Warrant in full pursuant to the cashless exercise provision in Section 2(c) thereof, including the withholding of shares in lieu of a cash payment of the exercise price, and received 495,959 shares of common stock. Following such exercise, as of February 27, 2024, 6,170,479 shares of the Company's common stock are issued and outstanding.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the SEC on August 17, 2023) 4.2 Amendment to Pre-Funded Warrant, dated as February 26, 2024, by and between CervoMed Inc. and The Joshua S. Boger 2021 Trust DTD 12/09/2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 28, 2024 CervoMed Inc. By: /s/ William Elder Name: William Elder Title: General Counsel 3

View Full Filing

View this 8-K filing on SEC EDGAR