0001437749-24-005918.txt : 20240228 0001437749-24-005918.hdr.sgml : 20240228 20240228170249 ACCESSION NUMBER: 0001437749-24-005918 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240226 FILED AS OF DATE: 20240228 DATE AS OF CHANGE: 20240228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOGER JOSHUA S CENTRAL INDEX KEY: 0001197023 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37942 FILM NUMBER: 24696600 MAIL ADDRESS: STREET 1: 130 WAVERLY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CervoMed Inc. CENTRAL INDEX KEY: 0001053691 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 300645032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 PARK PLAZA STREET 2: SUITE 424 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 744-4400 MAIL ADDRESS: STREET 1: 20 PARK PLAZA STREET 2: SUITE 424 CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Diffusion Pharmaceuticals Inc. DATE OF NAME CHANGE: 20160115 FORMER COMPANY: FORMER CONFORMED NAME: RestorGenex Corp DATE OF NAME CHANGE: 20140307 FORMER COMPANY: FORMER CONFORMED NAME: Stratus Media Group, Inc DATE OF NAME CHANGE: 20080722 4 1 rdgdoc.xml FORM 4 X0508 4 2024-02-26 0001053691 CervoMed Inc. CRVO 0001197023 BOGER JOSHUA S C/O CERVOMED INC. 20 PARK PLAZA, SUITE 424 BOSTON MA 02116 1 1 0 Common Stock 2024-02-26 4 X 0 495995 A 840487 I By Trusts Common Stock 2024-02-26 4 S 0 36 D 840451 I By Trusts Common Stock 216817 D Pre-Funded Common Stock Purchase Warrant 0.001 2024-02-26 4 X 0 495995 D Common Stock 495995 0 I By Trusts On February 26, 2024, a pre-funded common stock purchase warrant to purchase 495,995 shares of the Issuer's common stock (as amended, the "Pre-Funded Warrant") held by the JSB 2021 Trust (as defined below) was amended and subsequently exercised in full on a cashless basis. In accordance with the terms of the Pre-Funded Warrant, 36 shares of the Issuer's common stock were withheld in lieu of a cash payment of the exercise price and the JSB 2021 Trust was issued the remaining 495,959 shares of the Issuer's common stock. After giving effect to all transactions described herein, consists of (i) 644,703 shares of the Issuer's common stock held by The Joshua S. Boger 2021 Trust DTD 12/09/2021 (the "JSB 2021 Trust") and (ii) 195,748 shares of the Issuer's common stock held by The Amy S. Boger 2021 Trust (the "ASB 2021 Trust"). The Reporting Person serves as the sole trustee of each of the JSB 2021 Trust and the ASB 2021 Trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Consists of shares of the Issuer's common stock underlying the previously issued Pre-Funded Warrant. The Pre-Funded Warrant is exercisable at any time after the date of issuance and the pre-funded warrants do not expire. /s/ William R. Elder, attorney-in-fact for the Reporting Person 2024-02-28