crvo20240207_corresp.htm

0001437749-24-003646.txt : 20240209 0001437749-24-003646.hdr.sgml : 20240209 20240209163145 ACCESSION NUMBER: 0001437749-24-003646 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240207 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOGER JOSHUA S CENTRAL INDEX KEY: 0001197023 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37942 FILM NUMBER: 24615536 MAIL ADDRESS: STREET 1: 130 WAVERLY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CervoMed Inc. CENTRAL INDEX KEY: 0001053691 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences 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: 02116 BUSINESS PHONE: (617) 744-4400 MAIL ADDRESS: STREET 1: 20 PARK PLAZA STREET 2: SUITE 424 CITY: BOSTON STATE: MA ZIP: 02116 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 2024-02-07 0 0001053691 CervoMed Inc. CRVO 0001197023 BOGER JOSHUA S C/O CERVOMED INC. 20 PARK PLAZA, SUITE 424 BOSTON MA 02116 1 Common Stock 216817 D Common Stock 344492 I By Trusts Pre-Funded Common Stock Purchase Warrant 0.0000 Common Stock 495995 I By Trust Consists of (i) 148,744 shares of the Issuer's common stock held by The Joshua S. Boger 2021 Trust DTD 12/09/2021 (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. Consists of 495,995 shares of the Issuer's common stock underlying pre-funded warrants held by the JSB 2021 Trust. Each pre-funded warrant is exercisable at any time after the date of issuance and the pre-funded warrants do not expire. The pre-funded warrants are not exercisable to the extent that the aggregate number of shares of the Issuer's common stock beneficially owned by Dr. Boger immediately following such exercise would exceed 9.99%; provided, however, that the holder may increase or decrease the beneficial ownership limitation by giving 60 days' notice to the Issuer, but not to exceed any percentage in excess of 9.99%. /s/ William R. Elder, as attorney-in-fact for the Reporting Person 2024-02-09 EX-24 2 boger_poa.htm crvo20240207_corresp.htm

Exhibit 24.1

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of (i) John Alam, M.D., (ii) J. William Tanner, Ph.D., (iii) Robert J. Cobuzzi, Jr., Ph.D., and (iv) William R. Elder, or any of them signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of CervoMed Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2) seek or obtain, as the undersigned's representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

(3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Limited 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 by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

The undersigned has caused this Limited Power of Attorney to be executed as of this 28^th day of January, 2024.

/s/ Joshua Boger, Ph.D.____________

Joshua Boger, Ph.D.