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