SEC Form 4 · accession 0001437749-26-020691

CervoMed Inc. · CRVO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Joshua S Boger

Director · 10% Owner

Period of report

Jun 11, 2026

Accepted (ET)

Jun 15, 2026 · 5:37 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001053691

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jun 11, 2026	P	955,414	$3.14	A	1,795,865	I	By Trusts
Common Stock	holding	—	—		—	216,817	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Warrants^F3,F5,F1,F6	$3.32	Jun 11, 2026	P	955,414	A	Jun 11, 2026	Jun 11, 2031	Common Stock	955,414	955,414	I
Series C Warrants^F4,F5,F1,F6	$3.14	Jun 11, 2026	P	955,414	A	Jun 11, 2026	Jun 11, 2027	Common Stock	955,414	955,414	I

Explanation of responses

F1On June 11, 2026, the Issuer completed a private placement (the "Private Placement") pursuant to a securities purchase agreement, dated June 9, 2026 (the "Purchase Agreement"), with the Joshua S. Boger 2021 Trust DTD 12/09/2021, of which the Reporting Person serves as the sole trustee (the "JSB 2021 Trust"), and certain accredited investors named therein. Pursuant to the Purchase Agreement, the JSB 2021 Trust purchased an aggregate of 955,414 units (the "Units"), each Unit comprised of (i) one share of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), (ii) one Series B warrant to purchase one share of Common Stock or a pre-funded warrant to purchase one share of Common Stock (each, a "Series B Warrant"), and (iii) one Series C warrant to purchase one share of Common Stock or a pre-funded warrant to purchase one share of Common Stock (each, a "Series C Warrant") for a purchase price of $3.14 per Unit.
F2After giving effect to all transactions described herein, consists of (i) 1,600,117 shares of the Issuer's common stock held by the JSB 2021 Trust and (ii) 195,748 shares of the Issuer's common stock held by The Amy S. Boger 2021 Trust (the "ASB 2021 Trust"). The Reporting Person serves as the sole trustee of each of the JSB 2021 Trust and the ASB 2021 Trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3The Series B Warrants have an exercise price equal to $3.32 per share of Common Stock or $3.319 per pre-funded warrant, are exercisable immediately, and will expire five years from the issuance date of the Series B Warrant.
F4The Series C Warrants have an exercise price equal to $3.14 per share of Common Stock or $3.139 per pre-funded warrant, are exercisable immediately, and will expire one year from the issuance date of the Series C Warrant.
F5Under the terms of the Series B Warrants and the Series C Warrants, the Issuer may not effect the exercise of any portion thereof, and the JSB 2021 Trust will not have the right to exercise any portion thereof, which, upon giving effect to such exercise, would cause the JSB 2021 Trust (together with its affiliates) to own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. To the extent that exercise of the Series B Warrants or Series C Warrants will result in the JSB 2021 Trust (together with its affiliates) beneficially owning shares of Common Stock above such ownership limitations, the JSB 2021 Trust may exercise its Series B Warrants or Series C Warrants for pre-funded warrants to purchase shares of Common Stock, which pre-funded warrants will include a substantially similar maximum ownership limitation.
F6The Series B Warrants and Series C Warrants are owned by the JSB 2021 Trust.