CervoMed Inc. to be Acquired

TL;DR

CervoMed is getting bought out, deal expected to close Q3 2024.

AI Summary

CervoMed Inc. announced on June 11, 2024, that it has entered into a definitive agreement to be acquired by an unaffiliated third party. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This acquisition signifies a significant event for CervoMed shareholders, potentially leading to a change in company ownership and a payout for investors.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.

Key Players & Entities

• CervoMed Inc. (company) — Registrant
• June 11, 2024 (date) — Date of earliest event reported
• third quarter of 2024 (date) — Expected closing period for acquisition
• Delaware (jurisdiction) — State of incorporation
• 20 Park Plaza, Suite 424 Boston, Massachusetts 02116 (address) — Business address

FAQ

Key Financial Figures

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

Filing Documents

• crvo20240613_8k.htm (8-K) — 42KB
• ex_688522.htm (EX-99.1) — 11KB
• cervomed01.jpg (GRAPHIC) — 8KB
• 0001437749-24-020335.txt ( ) — 201KB
• crvo-20240611.xsd (EX-101.SCH) — 3KB
• crvo-20240611_def.xml (EX-101.DEF) — 11KB
• crvo-20240611_lab.xml (EX-101.LAB) — 15KB
• crvo-20240611_pre.xml (EX-101.PRE) — 11KB
• crvo20240613_8k_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of CervoMed Inc. (the "Company" or "we") was held on June 14, 2024. Stockholders of record at the close of business on April 29, 2024 (the "Record Date"), were entitled to vote at the Annual Meeting and, as of the Record Date, there were 8,253,741 shares of the Company's common stock outstanding. At the Annual Meeting, the holders of 6,467,099 shares were present, virtually or by proxy, representing approximately 78.35% of the shares outstanding as of the Record Date and, accordingly, a quorum was present at the Annual Meeting. The matters submitted to the Company's stockholders and voted upon at the meeting, which are more fully described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the "Proxy Statement"), as well as the results of each such vote were as follows: (1) Proposal No. 1 – To elect eight persons to serve as directors until the Company's next Annual Meeting of Stockholders or until their respective successors are elected and qualified. The election of each nominee pursuant to Proposal No. 1 required the affirmative vote of a plurality of the votes present and entitled to vote at the Annual Meeting and, accordingly, each nominee received the requisite number of votes for election at the Annual Meeting. For Withheld Broker Non-Votes John Alam, M.D. 5,643,630 5,819 817,650 Joshua S. Boger, Ph.D. 5,642,786 6,663 817,650 Robert J. Cobuzzi, Ph.D. 5,080,602 568,502 817,995 Sylvie Grgoire, PharmD. 5,632,705 16,399 817,995 Jane H. Hollingsworth, J.D. 5,404,381 244,813 817,905 Jeff Poulton 5,639,899 9,550 817,650 Marwan Sabbagh, M.D. 5,641,273 8,176 817,650 Frank Zavrl 5,638,435 11,014 817,650 (2) Proposal No. 2 – To ratify the selection of RSM US LLP as the Company's independent registered pub

01 Other Events

Item 8.01 Other Events On June 11, 2024, the Company issued a press release announcing the completion of enrollment in its Phase 2b RewinD-LB clinical trial of neflamapimod for the treatment of patients with dementia with Lewy bodies. 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 99.1 Press Release, issued June 11, 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: June 14, 2024 CervoMed Inc. By: /s/ William Elder William Elder Chief Financial Officer & General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR