CervoMed Inc.
For the period ended Jun 23, 2025. Filed Apr 29, 2025.
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Jun 23, 2025 · Filed Apr 29, 2025
Contents
INTRODUCTORY NOTES
Note Regarding Company References and Other Defined Terms
As previously disclosed in our Current Report on Form 8-K filed on August 17, 2023 with the SEC, on August 16, 2023, the Delaware corporation formerly known as “Diffusion Pharmaceuticals Inc.” completed a merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger, dated March 30, 2023 (the “Merger Agreement”) by and among Diffusion Pharmaceuticals Inc. (“Diffusion”), Dawn Merger Inc., a wholly-owned subsidiary of Diffusion (“Merger Sub”) and EIP Pharma, Inc. (“EIP”), pursuant to which Merger Sub merged with and into EIP, with EIP surviving the Merger a wholly-owned subsidiary of Diffusion (the “Merger”). Additionally, on August 16, 2023, Diffusion changed its name from “Diffusion Pharmaceuticals Inc.” to “CervoMed Inc.”
Prior to the Effective Time (as defined below), in connection with the transactions contemplated by the Merger Agreement, Diffusion effected a reverse stock split of the Company’s common stock, par value $0.001 per share (“common stock”), at a ratio of 1-for-1.5 (the “Reverse Stock Split”). At the Effective Time, each outstanding share of EIP capital stock was converted into the right to receive 0.1151 shares of Company common stock.
For accounting purposes, the Merger is treated as a reverse recapitalization under U.S. generally accepted accounting principles and EIP is considered the accounting acquirer. Accordingly, EIP’s historical results of operations are deemed the Company’s historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the results of operations of the combined company will be included in the Company’s financial statements. Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by EIP.
Accordingly, unless the context otherwise requires, all references in this proxy statement to (i) “CervoMed,” the “Company,” “we,” “our,” or “us,” refer to EIP for all dates and periods prior to August 16, 2023 and to the business of CervoMed Inc. for all dates and periods subsequent to (and including) August 16, 2023 and (ii) “common stock” refers to the common stock, par value $0.001 per share, of the Company, after giving effect to the Reverse Stock Split. Historical share and per share figures of EIP have been retroactively restated based upon the Exchange Ratio of 0.1151.
We have also used several other defined terms in this proxy statement, many of which are explained or defined below:
| Term | Definition |
|---|---|
| 2015 Equity Plan | CervoMed Inc. 2015 Equity Incentive Plan, as amended |
| 2018 Equity Plan | CervoMed Inc. 2018 Employee, Director and Consultant Equity Incentive Plan, as amended |
| 2020 Notes | the previously outstanding convertible promissory notes of EIP, dated as of December 4, 2020, as amended |
| 2021 Notes | the previously outstanding convertible promissory notes of EIP, dated as of December 10, 2021, as amended |
| 2024 Private Placement | our private placement of an aggregate of 2,532,285 units, each consisting of (i) (A) one share of common stock or (B) one Pre-Funded Warrant in lieu thereof and (ii) one Series A Warrant, for aggregate gross proceeds of up to approximately $149.4 million, announced March 28, 2024, and completed on April 1, 2024 |
| 401(k) Plan | CervoMed Inc. 401(k) Defined Contribution Plan |
| Alpine Rewards | Alpine Rewards LLC, independent outside consultant to the Compensation Committee |
| Annual Meeting | the 2025 Annual Meeting of Stockholders of the Company |
| Annual Report | our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025 |
| ASC | Accounting Standard Codification of the Financial Accounting Standards Board |
| Audit Committee | the Audit Committee of the Board |
|---|---|
| Boger Trust | the Joshua S. Boger 2021 Trust DTD 12/09/2021 |
| Board | the board of directors of the Company |
| Bylaws | the Bylaws, as amended, of the Company |
| Code | the Internal Revenue Code of 1986, as amended |
| Compensation Committee | the Compensation Committee of the Board |
| Computershare | Computershare, Inc., our transfer agent |
| Effective Time | the effective time of the Merger on August 16, 2023 |
| EIP Common Stock | the common stock, par value $0.001, of EIP issued and outstanding prior to the Merger |
| EIP Convertible Notes | collectively, the 2020 Notes and the 2021 Notes |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| Exchange Ratio | the “Exchange Ratio” as defined in the Merger Agreement |
| Nasdaq | Nasdaq Stock Market, LLC |
| NEO | named executive officer |
| PEO | principal executive officer |
| Proxy Statement | this definitive proxy statement on Schedule 14A for our 2025 Annual Meeting of Stockholders |
| Record Date | April 24, 2025 |
| Regulation S-K | Regulation S-K promulgated under the Securities Act of 1933, as amended |
| RSUs | Restricted Stock Units |
| SEC | U.S. Securities and Exchange Commission |
| Separation Agreement | the form of Separation Agreement by and between the Company and Robert J. Cobuzzi, Jr., Ph.D. |
| TSR | total shareholder return |
| U.S. | United States of America |
| Vertex Pharmaceuticals | Vertex Pharmaceuticals Incorporated |
20 Park Plaza, Suite 424
Boston, Massachusetts 02116
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