Marwan Sabbagh - Aug 16, 2023 Form 3 Insider Report for CervoMed Inc. (DFFN)

Role
Director
Signature
/s/ William Elder, Attorney-in-Fact for Marwan Sabbagh
Stock symbol
DFFN
Transactions as of
Aug 16, 2023
Transactions value $
$0
Form type
3
Date filed
8/24/2023, 09:30 PM
Previous filing
Mar 16, 2022
Next filing
Sep 15, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding DFFN Stock Option (Right to Buy) Aug 16, 2023 Common Stock 4.6K $34.84 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.

Remarks:

Exhibit 24.1 – Power of Attorney