Joshua S. Boger - Feb 26, 2024 Form 4 Insider Report for CervoMed Inc. (CRVO)

Role
Director, 10%+ Owner
Signature
/s/ William R. Elder, attorney-in-fact for the Reporting Person
Stock symbol
CRVO
Transactions as of
Feb 26, 2024
Transactions value $
$0
Form type
4
Date filed
2/28/2024, 05:02 PM
Previous filing
Feb 13, 2024
Next filing
Jun 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRVO Common Stock Exercise of in-the-money or at-the-money derivative security +496K +143.98% 840K Feb 26, 2024 By Trusts F1, F2
transaction CRVO Common Stock Sale -36 0% 840K Feb 26, 2024 By Trusts F1, F2
holding CRVO Common Stock 217K Feb 26, 2024 Direct

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
transaction CRVO Pre-Funded Common Stock Purchase Warrant Exercise of in-the-money or at-the-money derivative security -496K -100% 0 Feb 26, 2024 Common Stock 496K $0.00 By Trusts F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 26, 2024, a pre-funded common stock purchase warrant to purchase 495,995 shares of the Issuer's common stock (as amended, the "Pre-Funded Warrant") held by the JSB 2021 Trust (as defined below) was amended and subsequently exercised in full on a cashless basis. In accordance with the terms of the Pre-Funded Warrant, 36 shares of the Issuer's common stock were withheld in lieu of a cash payment of the exercise price and the JSB 2021 Trust was issued the remaining 495,959 shares of the Issuer's common stock.
F2 After giving effect to all transactions described herein, consists of (i) 644,703 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.
F3 Consists of shares of the Issuer's common stock underlying the previously issued Pre-Funded Warrant. The Pre-Funded Warrant is exercisable at any time after the date of issuance and the pre-funded warrants do not expire.