0001437749-23-024637.txt : 20230824 0001437749-23-024637.hdr.sgml : 20230824 20230824213042 ACCESSION NUMBER: 0001437749-23-024637 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230816 FILED AS OF DATE: 20230824 DATE AS OF CHANGE: 20230824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sabbagh Marwan CENTRAL INDEX KEY: 0001917672 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37942 FILM NUMBER: 231203661 MAIL ADDRESS: STREET 1: C/O CORTEXYME, INC. STREET 2: 269 EAST GRAND AVE. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CervoMed Inc. CENTRAL INDEX KEY: 0001053691 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 300645032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 PARK PLAZA STREET 2: SUITE 424 CITY: BOSTON STATE: MA ZIP: 02216 BUSINESS PHONE: (617) 744-4400 MAIL ADDRESS: STREET 1: 20 PARK PLAZA STREET 2: SUITE 424 CITY: BOSTON STATE: MA ZIP: 02216 FORMER COMPANY: FORMER CONFORMED NAME: Diffusion Pharmaceuticals Inc. DATE OF NAME CHANGE: 20160115 FORMER COMPANY: FORMER CONFORMED NAME: RestorGenex Corp DATE OF NAME CHANGE: 20140307 FORMER COMPANY: FORMER CONFORMED NAME: Stratus Media Group, Inc DATE OF NAME CHANGE: 20080722 3 1 rdgdoc.xml FORM 3 X0206 3 2023-08-16 0 0001053691 CervoMed Inc. CRVO 0001917672 Sabbagh Marwan C/O CERVOMED INC. 20 PARK PLAZA, SUITE 424 BOSTON MA 02116 1 Stock Option (Right to Buy) 34.8400 2031-09-24 Common Stock 4604 D Shares of common stock of the corporation then known as EIP Pharma, Inc. ("EIP") were converted (after giving effect to the conversion of each share of EIP's preferred stock and EIP's convertible promissory notes into EIP's common stock) into shares of the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of March 30, 2023, by and among the EIP, Dawn Merger Sub, Inc. and the Issuer (formerly known as Diffusion Pharmaceuticals, Inc.) (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of EIP common stock was exchanged for 0.1151 shares of the Issuer's common stock, after giving effect to a reverse split of the Issuer's common stock of 1-for-1.5. Represents 4,604 stock options granted under the Issuer's 2018 Equity Incentive Plan. Twenty-five percent (25%) of the stock options vest on the one-year anniversary of September 24, 2021 (the "Vesting Start Date") with the remaining options vesting in equal monthly installments over thirty-six (36) months thereafter. Exhibit 24.1 – Power of Attorney /s/ William Elder, Attorney-in-Fact for Marwan Sabbagh 2023-08-24 EX-24 2 poa_sabbagh.htm dffn20230824_corresp.htm

Exhibit 24

 

POWER OF ATTORNEY

 

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of John Alam, M.D., William Elder, Jason McCaffrey, Esq., Gianna Nappi, Esq. Kevin Yao, Esq., Tanya Sylla, and Brenda Meyette as the undersigned’s true and lawful attorneys-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.         

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.         

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of August, 2023.

 

 

 

/s/ Marwan Sabbagh

Name: Marwan Sabbagh