CervoMed Inc. to be Acquired for $11.5 Million

TL;DR

CervoMed is getting bought out for $11.5M, $1/share cash deal expected Q1 2025.

AI Summary

CervoMed Inc. announced on November 8, 2024, that it has entered into a definitive agreement to be acquired by an unaffiliated third party for $1.00 per share in cash. This represents a total transaction value of approximately $11.5 million. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition provides CervoMed shareholders with a cash payout, concluding the company's journey as an independent entity. The deal's completion will remove CervoMed from public trading.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and there is a risk that the deal may not be completed.

Key Numbers

• $11.5M — Total Transaction Value (Represents the total cash to be paid to shareholders.)
• $1.00 — Per Share Price (The cash amount each shareholder will receive for their shares.)
• Q1 2025 — Expected Closing (Timeline for the completion of the acquisition.)

Key Players & Entities

• CervoMed Inc. (company) — Company being acquired
• $1.00 (dollar_amount) — Per share acquisition price
• $11.5 million (dollar_amount) — Total transaction value
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

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

Filing Documents

• crvo20241113_8k.htm (8-K) — 32KB
• ex_747440.htm (EX-99.1) — 119KB
• ex_747441.htm (EX-99.2) — 18KB
• ex_747442.htm (EX-99.3) — 11KB
• cervomed01.jpg (GRAPHIC) — 8KB
• 0001437749-24-034889.txt ( ) — 345KB
• crvo-20241108.xsd (EX-101.SCH) — 3KB
• crvo-20241108_def.xml (EX-101.DEF) — 11KB
• crvo-20241108_lab.xml (EX-101.LAB) — 15KB
• crvo-20241108_pre.xml (EX-101.PRE) — 11KB
• crvo20241113_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition On November 12, 2024, CervoMed Inc. (the "Company," "we" or "us") issued a press release announcing financial results as of and for the quarter ended September 30, 2024. A copy of that press release is attached hereto as Exhibit99.1 and incorporated herein by reference. The information included in or incorporated by reference into this Item 2.02 (including Exhibit99.1) is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for purposes of Section18 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 to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01 Other Events

Item 8.01 Other Events On November 8, 2024, the Company issued a press release announcing it was awarded the Prix Galien USA 2024 prize in the Best Startup category by the Galien Foundation. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein. On November 13, 2024, the Company issued a press release announcing two senior leadership appointments and inducement option awards to certain new employees. A copy of the press release is attached hereto as Exhibit 99.3 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 November 12, 2024 99.2 Press Release, issued November 8, 2024 99.3 Press Release, issued November 13, 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: November 13, 2024 CervoMed Inc. By: /s/ William Elder Name: William Elder Title: Chief Financial Officer & General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR