CervoMed Inc
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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FY2023 · Filed Mar 29, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Our financial statements are included inPart II, Item 8 of this Annual Report.
(b) All financial statement schedules have been omitted from this Item 15 as the required information is not applicable, is not present in amounts sufficient to require submission of such schedules, or because the information required is included in our financial statements or the related notes included inPart II, Item 8 of this Annual Report.
(c) The exhibits set forth in the following "Index to Exhibits" are filed with, furnished with, and/or incorporated by reference into this Annual Report, as set forth therein. A copy of any of such exhibit will be furnished at a reasonable cost, upon receipt from any person of a written request for any such exhibit. Such request should be sent to CervoMed Inc., 20 Park Plaza, Suite 424, Boston, Massachusetts 02116, Attention: General Counsel.
INDEX TO EXHIBITS
| No. | Description | Method of Filing |
| 2.1Δ | Agreement and Plan of Merger, dated as of March 30, 2023, by and among Diffusion Pharmaceuticals Inc., EIP Pharma, Inc. and Dawn Merger Sub Inc. | Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 30, 2023. |
| 3.1 | Certificate of Incorporation of CervoMed Inc., as amended | Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 24, 2023. |
| 3.2 | Certificate of Amendment, dated August 16, 2023, to the Certificate of Incorporation, as amended, of CervoMed Inc. (Reverse Stock Split) | Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on August 17, 2023. |
| 3.3 | Certificate of Amendment, dated August 16, 2023, to the Certificate of Incorporation, as amended, of CervoMed Inc. (Name Change) | Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on August 17, 2023. |
| 3.4 | Bylaws of CervoMed Inc., as amended | Incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed on August 17, 2023. |
| 4.1 | Form of May 2019 Investor Warrant | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 28, 2019. |
| 4.2 | Form of May 2019 Placement Agent Warrant | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 28, 2019. |
| 4.3 | Form of November 2019 Series I Investor Warrant | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 13, 2019. |
| 4.4 | Form of November 2019 Series II Investor Warrant | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 13, 2019. |
| 4.5 | Form of December 2019 Investor Warrant | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2019. |
| 4.6 | Form of December 2019 Placement Agent Warrant | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 13, 2019. |
| 4.7 | Form of May 2020 Placement Agent Warrant (In Respect of Exercise Transaction) | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 8, 2020. |
| 4.8 | Form of May 2020 Placement Agent Warrant (In Respect of Offering Transaction) | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 20, 2020. |
| 4.9 | Form of February 2021 Underwriter Warrant | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 18, 2021. |
| 4.10 | Form of 2023 Pre-Funded Investor Warrant | Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 17, 2023. |
| 4.11 | Form of EIP 2018 Investor Warrant | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 17, 2023. |
| 4.12 | Form of EIP 2018 Investor Warrant (AI EIPP Holdings LLC) | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2023. |
| 4.13 | Form of Series A Warrant expected to be issued in connection with the 2024 Private Placement | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 28, 2024 |
| 4.14 | Form of Pre-Funded Warrant expected to be issued in connection with the 2024 Private Placement | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 28, 2024 |
| 4.15 | Specimen Stock Certificate | Filed herewith. |
| 4.16 | Description of Securities of CervoMed Inc. | Filed herewith. |
| 10.1# | Amended & Restated Employment Agreement, dated as of February 1, 2024, by and between John Alam, M.D. and CervoMed Inc. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 2, 2024. |
| 10.2# | Amended & Restated Employment Agreement, dated as of February 1, 2024, by and between Robert J. Cobuzzi, Jr., Ph.D. and CervoMed Inc. | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 2, 2024. |
| 10.3# | Employment Agreement, dated as of November 15, 2023, by and between J. William Tanner, Ph.D. and CervoMed Inc. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 17, 2023. |
| 10.4# | Employment Agreement, dated as of February 1, 2024, by and between Kelly Blackburn and CervoMed Inc. | Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 2, 2024. |
| 10.5# | Employment Agreement, dated as of September 23, 2020, by and between William Elder and CervoMed Inc. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 25, 2020. |
| 10.6# | Amendment to Employment Agreement, dated March 29, 2023, by and between CervoMed Inc. and William Elder | Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 30, 2023. |
| 10.7# | CervoMed Inc. 2015 Equity Incentive Plan | Incorporated by reference to Appendix C to the Company’s definitive proxy statement on Schedule 14A filed on June 10, 2016. |
| 10.8# | Amendment No. 1 to CervoMed Inc. 2015 Equity Incentive Plan | Incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on June 10, 2016. |
| 10.9# | EIP Pharma, Inc. 2018 Employee, Director and Consultant Equity Incentive Plan | Incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-4/A filed on July 12, 2023. |
| 10.10# | Form of Stock Option Award Agreement under 2015 Equity Incentive Plan | Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
| 10.11# | Form of Stock Option Award Agreement under 2018 Employee, Director and Consultant Equity Incentive Plan | Filed herewith. |
| 10.12# | Form of Indemnification Agreement between CervoMed Inc. and each of its directors and officers | Filed herewith. |
| 10.13* | Option and License Agreement, dated as of August 27, 2012, by and between EIP Pharma LLC and Vertex Pharmaceuticals Incorporated | Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4/A filed on July 12, 2023. |
| 10.14* | Amendment No.1, dated as of April 8, 2014, to Option and License Agreement, dated August 27, 2012, by and between EIP Pharma LLC and Vertex Pharmaceuticals Incorporated | Incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-4/A filed on July 12, 2023. |
| 10.15* | Amendment No.2, dated as of November 17, 2015, to Option and License Agreement, dated August 27, 2012, as amended April 18, 2014, by and between EIP Pharma LLC and Vertex Pharmaceuticals Incorporated | Incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A filed on July 12, 2023. |
| 10.16 | At-The-Market Sales Agreement, dated as of July 22, 2022, by and between CervoMed Inc. and BTIG, LLC | Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on July 22, 2022. |
| 10.17 | Form of EIP Subscription Agreement, dated as of July 10, 2023 | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023. |
| 10.18 | Form of Lock-up Agreement, dated as of March 30, 2023, related to Merger Agreement | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 30, 2023. |
| 10.19 | Securities Purchase Agreement, dated March 28, 2024, by and between CervoMed Inc. and each of the purchasers party thereto, related to the 2024 Private Placement | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 28, 2024. |
| 21.1 | Subsidiaries of CervoMed Inc. | Filed herewith. |
| 23.1 | Consent of RSM US LLP, independent registered public accounting firm | Filed herewith. |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 31.2 | Certification of Acting Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.2 | Certification of Acting Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 97.1 | CervoMed Inc. Clawback Policy | Filed herewith. |
| 101 | The following materials from the Company’s annual report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Loss, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements | Filed herewith. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | |
| # | Indicates a management contract or compensatory plan or arrangement. | |
| Δ | Schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish on a supplemental basis a copy of any omitted schedule or exhibit to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished. | |
| * | Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC. |
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