CervoMed Director Joshua Boger Discloses Significant Stake

TL;DR

**CervoMed director Joshua Boger just revealed a big stake, signaling insider confidence.**

AI Summary

Joshua S. Boger, Ph.D., a director of CervoMed Inc., filed an SC 13D on February 9, 2024, indicating his beneficial ownership of CervoMed's common stock. This filing was triggered by an event on August 16, 2023, and shows his significant stake in the company. This matters to investors because a director holding a substantial position often signals confidence in the company's future, potentially influencing stock perception and stability.

Why It Matters

A director's substantial ownership stake can signal strong insider confidence, which may be viewed positively by other investors and potentially stabilize the stock price.

Risk Assessment

Risk Level: low — This filing indicates a director's ownership, which is generally a positive or neutral event for investors.

Analyst Insight

A smart investor would view this filing as a neutral to slightly positive signal, indicating a director's commitment. It warrants further investigation into CervoMed's fundamentals and recent news to understand the context of this ownership and its potential impact on future performance.

Key Players & Entities

• Joshua S. Boger, Ph.D. (person) — Reporting Person, Director of CervoMed Inc.
• CervoMed Inc. (company) — Subject Company
• August 16, 2023 (date) — Date of Event which Requires Filing of this Statement
• February 9, 2024 (date) — Filing Date
• $0.001 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Joshua S. Boger will maintain his significant stake in CervoMed Inc. for the foreseeable future. (Joshua S. Boger) — medium confidence, target: 2025-02-09
• CervoMed Inc.'s stock price will experience increased stability due to insider confidence. (CervoMed Inc.) — low confidence, target: 2024-08-09

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• jsb20240205_sc13d.htm (SC 13D) — 52KB
• 0001437749-24-003657.txt ( ) — 54KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to shares of common stock, par value $0.001 per share (the " Common Stock "), of CervoMed Inc., a Delaware corporation (the " Issuer "). The principal executive offices of the Issuer are located at 20 Park Plaza, Suite 424, Boston, MA 02116.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by Joshua S. Boger (the " Reporting Person "). (b) The Reporting Person's business address is c/o CervoMed Inc., 20 Park Plaza, Suite 424, Boston, MA 02116. (c) Effective as of February 7, 2024, the Reporting Person is a member and the non-executive chairperson (the " Chair ") of the board of directors of the Issuer (the " Board "). (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration As more fully described in Items 4 and 6 below, on March 30, 2023, the Issuer, Dawn Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Issuer (" Merger Sub "), and EIP Pharma, Inc., a Delaware corporation (" EIP "), entered into an Agreement and Plan of Merger (as amended from time to time, the " Merger Agreement "), pursuant to which, among other things, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, at the effective time of the merger (the " Effective Time "), Merger Sub merged with and into EIP, with EIP continuing as a wholly-owned subsidiary of Issuer and the surviving corporation of the merger (the " Merger "). The closing of the Merger occurred on August 16, 2023 (the " Closing Date ") and, at the Effective Time, the Issuer filed an amendment to its certificate of incorporation to change its name from "Diffusion Pharmaceuticals Inc." to "CervoMed Inc." Pursuant to the terms of the Merger Agreement, effective as of the Closing Date and after giving effect to the Merger exchange ratio of 0.1151 shares of Common Stock for each share of EIP capital stock and a 1-for-1.5 reverse stock split of the Common Stock implemented by the Issuer immediately prior to the Effective Time (as applicable): 823,407 shares of EIP common stock, 694,652 shares of EIP Series A-2 preferred stock, and 365,670 shares of EIP common stock issued upon conversion of EIP convertible notes, in each case, owned directly by the Reporting Person converted into the right to receive, in the aggregate, 216,817 shares of Common Stock. 472,303 shares of EIP common stock and 820,000 shares of EIP common stock issued upon conversion of EIP convertible notes, in each case, owned by The Joshua S. Boger 2021 Trust DTD 12/09/2021 (the " JSB 2021 Trust ") converted into the right to receive, in the aggregate, 148,744 shares of Common Stock. The Reporting Person is the sol

Purpose of the Transaction

Item 4. Purpose of the Transaction The response to Item 3 of this Schedule 13D is incorporated by reference herein. All of the Common Stock to which this Schedule 13D relates was acquired by the Reporting Person as a result of the transactions completed pursuant to the Merger Agreement. The Reporting Person holds his securities of the Issuer for investment purposes in the ordinary course of his business of investing in securities for his own accounts. Effective February 7, 2024, the Reporting Person serves as a director and as Chair of the Board of the Issuer. In such capacity, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Schedule 13D. Except as set forth in this Schedule 13D, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a, b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated herein by reference. As of the date of this Schedule 13D, the Reporting Person may be deemed to beneficially own, in the aggregate, 561,309 shares of Common Stock, which represents approximately 9.9% of the shares of Common Stock outstanding. The Reporting Person disclaims beneficial ownership of the securities held by the ASB 2021 Trust and the JSB 2021 Trust, except as to his pecuniary interest therein (if any) and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 13 or for any other purpose. The foregoing beneficial ownership percentage is based on a total of 5,674,520 shares of Common Stock outstanding as of November 9, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the three-month period ended September 30, 2023 filed with the Securities and Exchange Commission on November 13, 2023. (c) The response to Item 3 is incorporated by reference herein. The Reporting Person was involved in the Merger as a security holder of EIP. Except as set forth in this Schedule 13D, no transactions in the shares of Common Stock have been effected by the Reporting Person within the past 60 days. (d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Person, no other person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Pre-Funded Warrant . The response to Item 3 relating to the Pre-Funded Warrant is incorporated by reference herein. Lock-Up Agreement . Concurrently with the execution of the Merger Agreement, the Reporting Person entered into a lock-up agreement (the " Lock-Up Agreement "), pursuant to which the Reporting Person has agreed not to, except in limited circumstances, transfer, grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber any shares of the Common Stock for six months following the effective time of the Merger. The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is filed as Exhibit 3 to this Schedule 13D and incorporated herein by reference. 4

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Name 1. Agreement and Plan of Merger, dated as of March 30, 2023, by and among Diffusion Pharmaceuticals Inc., Dawn Merger Sub, Inc. and EIP Pharma, Inc. (Incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on March 30, 2023 ). 2. Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.3 to the Issuer's Current Report on Form 8-K filed with the SEC on August 17, 2023). 3. Form of Lock-Up Agreement, dated March 30, 2023 (Incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on March 30, 2023). 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 9. 2024 /s/ Joshua S. Boger, Ph.D. Joshua S. Boger, Ph.D. 6

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View this SC 13D filing on SEC EDGAR