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

Role
Director
Signature
/s/ William Elder, Attorney-in-Fact for Frank Zavrl
Stock symbol
DFFN
Transactions as of
Aug 16, 2023
Transactions value $
$0
Form type
3
Date filed
8/25/2023, 06:26 PM
Next filing
Sep 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding DFFN Common Stock 107K Aug 16, 2023 Direct F1, F2
holding DFFN Common Stock 172K Aug 16, 2023 By Paula Zavrl Delaware Dynasty Trust F1, F3
holding DFFN Common Stock 74.8K Aug 16, 2023 By The FEZ Delaware Dynasty Trust F1, F4

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 6.91K $19.81 Direct F1, F5
holding DFFN Stock Option (Right to Buy) Aug 16, 2023 Common Stock 3.45K $26.06 Direct F1, F6
holding DFFN Stock Option (Right to Buy) Aug 16, 2023 Common Stock 2.3K $34.84 Direct F1, F7
holding DFFN Stock Option (Right to Buy) Aug 16, 2023 Common Stock 2.3K $19.46 Direct F1, F8
* 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 Consists of shares of capital stock owned by the Frank Zavrl Roth IRA.
F3 Consists of shares of capital stock held by the Paula Zavrl Delaware Dynasty Trust. The Reporting Person is the trust investment manager of the Paula Zavrl Delaware Dynasty 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.
F4 Consists of shares of capital stock held by The FEZ Delaware Dynasty Trust. The Reporting Person is the trust investment manager of The FEZ Delaware Dynasty 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.
F5 Represents 6,906 stock options granted under the Issuer's 2018 Equity Incentive Plan (the "Plan"). The stock options vest in equal monthly installments over thirty-six (36) months after May 29, 2018.
F6 Represents 3,453 stock options granted under the Plan. Twenty-five percent (25%) of the stock options vest on the one-year anniversary of December 16, 2019 with the remaining options vesting in equal monthly installments over thirty-six (36) months thereafter.
F7 Represents 2,302 stock options granted under the Plan. Twenty-five percent (25%) of the stock options vest on the one-year anniversary of March 12, 2021 with the remaining options vesting in equal monthly installments over thirty-six (36) months thereafter.
F8 Represents 2,302 stock options granted under the Plan. Twenty-five percent (25%) of the stock options vest on the one-year anniversary of March 10, 2022 with the remaining options vesting in equal monthly installments over thirty-six (36) months thereafter.