Joshua S. Boger - 26 Feb 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
Issuer symbol: CRVO
Transactions as of: 26 Feb 2024
Net transactions value: $0
Form type: 4
Filing time: 28 Feb 2024, 17:02:49 UTC
Previous filing: 13 Feb 2024
Next filing: 14 Jun 2024
SEC: View on sec.gov

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		+495,995	+144%		840,487	26 Feb 2024	By Trusts	F1, F2
transaction	CRVO	Common Stock	Sale		-36	-0%		840,451	26 Feb 2024	By Trusts	F1, F2
holding	CRVO	Common Stock						216,817	26 Feb 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		-495,995	-100%		0	26 Feb 2024	Common Stock	495,995	$0.001000	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.