CervoMed Inc. Reports Executive Changes and Agreement Termination

TL;DR

CervoMed just fired some execs, brought in new ones, and axed a deal. Big shakeup!

AI Summary

CervoMed Inc. announced on May 17, 2024, the termination of a material definitive agreement. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with compensatory arrangements for these officers. The filing also covers other events and financial statements/exhibits.

Why It Matters

Significant changes in company leadership and the termination of a key agreement can impact strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Changes in leadership and material agreements can introduce uncertainty and potential shifts in business strategy.

Key Players & Entities

• CervoMed Inc. (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — on which registered Common Stock , $0.001 par value CRVO NASDAQ Capital Market
• $429,000 — ficer, receive an annual base salary of $429,000, and have an initial target bonus oppor
• $162,000 — eceive: (i) a lump-sum payment equal to $162,000, subject to lawful deductions, equal to
• $31,397 — salary, (ii) a lump-sum amount equal to $31,397, subject to lawful deductions, equal to
• $31,603 — 4, and (iii) a lump-sum amount equal to $31,603. Additionally, notwithstanding any term
• $450 — ement, the Company shall pay Dr. Tanner $450 per hour for the Services and reimburse

Filing Documents

• crvo20240520_8k.htm (8-K) — 41KB
• ex_676777.htm (EX-10.1) — 108KB
• ex_676778.htm (EX-10.2) — 37KB
• ex_676779.htm (EX-10.3) — 23KB
• ex_676746.htm (EX-99.1) — 10KB
• image01.jpg (GRAPHIC) — 12KB
• 0001437749-24-017648.txt ( ) — 418KB
• crvo-20240517.xsd (EX-101.SCH) — 3KB
• crvo-20240517_def.xml (EX-101.DEF) — 11KB
• crvo-20240517_lab.xml (EX-101.LAB) — 15KB
• crvo-20240517_pre.xml (EX-101.PRE) — 11KB
• crvo20240520_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement To the extent required by Item 1.01 of Form 8-K, the disclosures set forth in Item 5.02 below are incorporated herein by reference.

02

Item 1.02 Termination of a Material Definitive Agreement To the extent required by Item 1.02 of Form 8-K, the disclosures set forth in Item 5.02 below are incorporated herein by reference.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Chief Financial Officer Transition On May 17, 2024, the Board of Directors (the "Board") of CervoMed Inc. (the "Company") appointed William Elder, the Company's current General Counsel, Corporate Secretary and Acting Principal Financial Officer, to serve as the Company's Chief Financial Officer, effective June 1, 2024. The Board also designated Mr. Elder as the Company's Principal Financial Officer and Principal Accounting Officer, effective immediately. Mr. Elder will also continue to serve as the Company's General Counsel and Corporate Secretary. Mr. Elder has served as the Company's General Counsel and Corporate Secretary since September 2020 and as the Company's Acting Principal Financial Officer since March 2024. Mr. Elder also previously served as Principal Financial Officer of Diffusion Pharmaceuticals Inc. ("Diffusion") from June 2023 to August 2023 and as a part-time consultant to Diffusion from July 2020 to September 2020. Prior to joining Diffusion, Mr. Elder principally served as president and chief executive officer of BillyVonElds, LLC, a season-long and daily fantasy sports company, where he managed all corporate, financial, legal, and operational aspects of the business from April 2019 to September 2020. From 2011 to February 2019, Mr. Elder served as a corporate and securities associate for Dechert LLP, an international law firm, where Mr. Elder's practice focused primarily on counseling public companies on securities laws and regulatory requirements, corporate governance matters, and financial transactions in the equity and debt markets. Prior to his time at Dechert LLP, Mr. Elder served as an analyst for Creative Financial Group, a full service financial advisory and planning firm focused on advising high net worth individuals. He received his J.D. from the University of Pennsylvania Law

01 Other Events

Item 8.01 Other Events On May 20, 2024, the Company issued a press release announcing Mr. Elder's appointment as Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Form of Amended & Restated Employment Agreement, effective as of June 1, 2024, by and between the Company and William Elder 10.2 Form of Separation Agreement, effective as of May 31, 2024, by and between the Company and J. William Tanner, Ph.D. 10.3 Form of Consulting Agreement, effective as of June 1, 2024, by and between the Company and J. William Tanner, Ph.D. 99.1 Press Release, issued May 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 20, 2024 CervoMed Inc. By: /s/ William Elder Name: William Elder Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR