CervoMed Inc.

Current report

We are a defendant in litigation brought by one of our investors. While we believe we have meritorious defenses to the investors’*** claims and intend to vigorously defend the Company against such claims, the outcome of litigation is inherently uncertain and the outcome of this matter could adversely affect our financial condition, our ability to raise capital and our business.***

Current report

On August 26, 2026, Armistice filed a lawsuit against the Company and certain of its stockholders in the United States District Court for the Southern District of New York, which was subsequently amended on September 29, 2026. The complaint asserts that, by obtaining a waiver and consummating the 2026 Registered Direct Offering, the Company breached the Securities Purchase Agreement entered into with Armistice and certain other investors. The complaint seeks unspecified damages, attorneys’ fees, expert fees, and other costs.

Current report

While we believe we have meritorious defenses to Armistice’s claims and intend to vigorously defend against them, litigation is inherently uncertain, and we cannot predict its outcome or possible loss or range of loss, if any, associated with its resolution. Defending this action has caused us, and is expected to continue to cause us, to incur significant legal and other expenses. Those expenses could be material whether or not we prevail and may not be covered, in whole or in part, by insurance. If Armistice prevails, we may also be required to pay its attorneys’ fees and costs under the terms of the Securities Purchase Agreement. We may also be obligated to indemnify and advance expenses to certain of the individual defendants under our charter, bylaws and indemnification agreements. The litigation may also divert our management and Board from our clinical development programs and other operations.

Current report

An adverse judgment, or a settlement on unfavorable terms, could require us to make substantial payments or to issue additional securities, which could dilute our stockholders. Our cash resources are limited and management has concluded that substantial doubt exists about our ability to continue as a going concern. As a result, any such payment, and the continuing cost of defense, could materially reduce the funds available for our operations and could require us to delay, reduce, or discontinue one or more of clinical development programs. In addition, the pendency of this litigation, and any similar claims by investors in our financings, could make it more difficult for us to raise additional capital on acceptable terms, or at all. Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

Current report

None.

Previous report

The information required by this Item 2 was previously reported on our Current Report on Form 8-K, filed with the SEC on June 10, 2026, which is incorporated herein by reference. The securities issued in connection with the 2026 Private Placement were issued without registration under the Securities Act in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.