CervoMed Inc.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
CRVO$1.37-4.2%Stored close · as of Nov 10, 2026
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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 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. |
| 4.2 | 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. |
| 4.3 | 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. |
| 4.4 | Form of Series A Warrant 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 |
| 4.5 | Specimen Stock Certificate | Incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on March 29, 2024. |
| 4.6 | Description of Securities of CervoMed Inc. | Incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 10-K filed on March 29, 2024. |
| 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, effective as of April 16, 2025, by and between Kelly Blackburn, MHA, and CervoMed Inc. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 18, 2025. |
| 10.3# | Employment Agreement, effective as of May 1, 2025, by and between Mark De Rosch, PhD, FRAPS, and CervoMed Inc. | Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 18, 2025 |
| 10.4# | Amended & Restated Employment Agreement, effective as of June 1, 2024, by and between William Elder and CervoMed Inc. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024. |
| 10.5# | Employment Agreement, effective as of October 6, 2025, by and between Matthew Winton and CervoMed Inc. | Filed herewith. |
| 10.6# | CervoMed Inc. 2025 Equity Incentive Plan | Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2025. |
| 10.7# | 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. |
| 10.8# | 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. |
| 10.9# | 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. |
| 10.10# | Form of Stock Option Award Agreement under 2025 Equity Incentive Plan | Filed herewith. |
| 10.11# | Form of Stock Option Award Agreement under 2018 Employee, Director and Consultant Equity Incentive Plan | Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 29, 2024. |
| 10.12# | 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. |
| 10.13# | Form of Inducement Stock Option Award Agreement | Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on March 17, 2025. |
| 10.14* | 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. |
| 10.15* | 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. |
| 10.16* | 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. |
| 10.17 | Sales Agreement, by and between the Company and Leerink Partners, LLC, dated May 12, 2025 | Incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on May 12, 2025. |
| 10.18 | 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 10.19 to the Company's Registration Statement on Form S-1 filed on May 10, 2024. |
| 10.19# | Form of Indemnification Agreement between CervoMed Inc. and each of its directors and officers | Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 29, 2024. |
| 10.20# | Separation Agreement, by and between the Company and Robert J. Cobuzzi, PhD, dated July 1, 2025 | Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2025. |
| 19.1 | CervoMed Inc. Insider Trading Policy, effective as of March 14, 2025 | Incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on March 17, 2025. |
| 21.1 | Subsidiaries of CervoMed Inc. | Incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed on March 17, 2025. |
| 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 USC. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of CervoMed Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. |
| 32.2 | Certification of Acting Principal Financial Officer Pursuant to 18 USC. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | The certification attached as Exhibit 32.2 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of CervoMed Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. |
| 97.1 | CervoMed Inc. Clawback Policy | Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 29, 2024. |
| 101 | The following materials from the Company’s annual report on Form 10-K for the year ended December 31, 2025, 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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