Joshua S. Boger - Feb 7, 2024 Form 3 Insider Report for CervoMed Inc. (CRVO)

Role: Director
Signature: /s/ William R. Elder, as attorney-in-fact for the Reporting Person
Stock symbol: CRVO
Transactions as of: Feb 7, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/9/2024, 04:31 PM
Next filing: Feb 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CRVO	Common Stock						217K	Feb 7, 2024	Direct
holding	CRVO	Common Stock						344K	Feb 7, 2024	By Trusts	F1

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	CRVO	Pre-Funded Common Stock Purchase Warrant							Feb 7, 2024	Common Stock	496K	$0.00	By Trust	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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%.

Content

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%.