CervoMed Inc.
For the period ended Jun 8, 2026. Filed Apr 30, 2026.
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Jun 8, 2026 · Filed Apr 30, 2026
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INTRODUCTORY NOTES
Note Regarding Company References and Other Defined Terms
Unless the context otherwise requires, all references in this Proxy Statement to (i) “CervoMed,” the “Company,” “we,” “our,” or “us,” refer to the business of CervoMed Inc. for all dates and periods subsequent to (and including) August 16, 2023 and to the business of EIP Pharma, Inc. (“EIP”), our wholly-owned subsidiary and the accounting acquirer in the Merger (as defined below) for all dates and periods prior to August 16, 2023 and (ii) “common stock” refers to our common stock, par value $0.001 per share.
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 |
| 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 |
| 2025 Equity Plan | CervoMed Inc. 2025 Equity Incentive Plan |
| 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 2026 Annual Meeting of Stockholders of the Company |
| Annual Report | our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026 |
| ASC | Accounting Standard Codification of the Financial Accounting Standards Board |
| Audit Committee | the Audit Committee of the Board |
| Beneficial Ownership Blocker | a provision in the Series A Warrants which precludes exercise to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 4.99% or 9.99% (at the holder’s election) of the common stock outstanding |
| 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 |
| Closing 8-K | the Company’s Current Report on Form 8-K, filed March 28, 2024, related to the closing of the 2024 Private Placement |
| Code | the Internal Revenue Code of 1986, as amended |
| Compensation Committee | the Compensation Committee of the Board |
| Computershare | Computershare, Inc., our transfer agent |
| Diffusion | Diffusion Pharmaceuticals Inc., the legal entity now known as CervoMed Inc. and the legal acquirer in the Merger |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| Exchange Ratio | the “Exchange Ratio” as defined in the Merger Agreement |
| Merger | the merger of Dawn Merger Sub Inc. with and into EIP, with EIP surviving the Merger as a wholly-owned subsidiary of the Company, pursuant to the Merger Agreement, completed on August 16, 2023 |
| Merger Agreement | the Agreement and Plan of Merger, dated March 30, 2023, by and among Diffusion, Dawn Merger Sub Inc., a wholly-owned subsidiary of Diffusion, and EIP |
| Nasdaq | The Nasdaq Stock Market, LLC |
| NEO | named executive officer |
| PEO | principal executive officer |
| Plan Amendment | the proposed Amendment No. 1 to the 2025 Equity Plan |
| Proxy Statement | this definitive proxy statement on Schedule 14A for our 2026 Annual Meeting of Stockholders |
| Record Date | April 17, 2026 |
| Regulation S-K | Regulation S-K promulgated under the Securities Act of 1933, as amended |
| RSUs | Restricted Stock Units |
| Sales Agreement | Sales Agreement, dated May 12, 2025, by and between the Company and Leerink Partners LLC |
| SEC | U.S. Securities and Exchange Commission |
| Separation Agreement | the Separation Agreement by and between the Company and Robert J. Cobuzzi, Jr., PhD |
| Series A Warrants | the warrants to purchase an aggregate of 2,532,285 shares of common stock at a purchase price of $39.24 per share issued in connection with the 2024 Private Placement |
| 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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