CervoMed Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

CervoMed filed an 8-K detailing a material agreement and equity sales.

AI Summary

CervoMed Inc. announced on March 28, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for CervoMed Inc., potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can signal significant corporate changes or financing activities that carry inherent risks.

Key Numbers

• 001-37942 — SEC File Number (Identifies the company's filing with the SEC.)
• 30-0645032 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• CervoMed Inc. (company) — Registrant
• 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
• $19.745 — Warrant shall have a purchase price of $19.745 and a Unit comprised of one Pre-Funded
• $19.744 — Warrant shall have a purchase price of $19.744. The gross proceeds for the Private Pl
• $50 m — cement are expected to be approximately $50 million, before deducting offering fees a
• $99.4 million — , and up to an additional approximately $99.4 million in gross proceeds if the Series A warra
• $39.24 — s shall have an exercise price equal to $39.24 per Warrant Share, representing a 100%

Filing Documents

• crvo20240326_8k.htm (8-K) — 45KB
• ex_645158.htm (EX-4.1) — 88KB
• ex_646585.htm (EX-4.2) — 229KB
• ex_646646.htm (EX-10.1) — 349KB
• ex_646647.htm (EX-99.1) — 13KB
• logomed.jpg (GRAPHIC) — 5KB
• 0001437749-24-009697.txt ( ) — 1015KB
• crvo-20240328.xsd (EX-101.SCH) — 3KB
• crvo-20240328_def.xml (EX-101.DEF) — 11KB
• crvo-20240328_lab.xml (EX-101.LAB) — 15KB
• crvo-20240328_pre.xml (EX-101.PRE) — 11KB
• crvo20240326_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On March 28, 2024, CervoMed Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchasers named therein (the "Purchasers"), for the private placement (the "Private Placement") of an aggregate of 2,532,285 units (the "Units"), each Unit comprised of (i) (A) one share of the Company's common stock, par value $0.001 per share (the "Common Stock") or (B) one pre-funded warrant to purchase one share of Common Stock (the "Pre-Funded Warrants"), and, in each case, (ii) one warrant to purchase one share of Common Stock (each, a "Series A Warrant")(the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Series A Warrants, the "Warrant Shares"). A Unit comprised of one share of Common Stock and one Series A Warrant shall have a purchase price of $19.745 and a Unit comprised of one Pre-Funded Warrant and one Series A Warrant shall have a purchase price of $19.744. The gross proceeds for the Private Placement are expected to be approximately $50 million, before deducting offering fees and expenses, and up to an additional approximately $99.4 million in gross proceeds if the Series A warrants are fully exercised for cash. The Private Placement is expected to close on April 1, 2024, subject to customary closing conditions. The Private Placement is being conducted in accordance with applicable Nasdaq rules. Morgan Stanley and Canaccord Genuity acted as placement agents (together, the "Placement Agents") for the Private Placement. The Placement Agents are entitled to receive a portion of a combined fee equal to approximately 6% of the aggregate gross proceeds from the securities sold in the Private Placement, plus the reimbursement of certain expenses. The Company expects to use the net proceeds from the Private Placement to fund research and development of its clinical-stage product candidate, neflamapimod, working capital and general corporate pu

02

Item 3.02 Unregistered Sales of Equity Securities The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

01

Item 7.01 Regulation FD Disclosure On March 28, 2024, the Company issued a press release announcing that it has entered into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 10.1 Securities Purchase Agreement, dated March 28, 2024, by and between CervoMed Inc. and each of the purchasers party thereto 99.1 Press Release issued March 28, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: March 28, 2024 CervoMed Inc. By: /s/ William Elder Name: William Elder Title: General Counsel 4

View Full Filing

View this 8-K filing on SEC EDGAR