false 0001053691 0001053691 2024-10-01 2024-10-01
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
 
October 1, 2024
Date of Report (Date of earliest event reported)
 
 
CervoMed Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-37942
30-0645032
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
   
20 Park Plaza, Suite 424
Boston, Massachusetts
02116
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (617) 744-4400
 
Not applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, $0.001 par value
  
CRVO
  
NASDAQ Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 1.02         Termination of a Material Definitive Agreement
 
As previously disclosed, on July 22, 2022, CervoMed Inc. (the “Company”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC, as sales agent and/or principal (the “Agent”), pursuant to which the Company was entitled to sell up to an aggregate of $20,000,000 of shares of the Company’s common stock, par value $0.001 (the “Shares”), from time to time through the Agent in “at-the-market offerings” as defined in Rule 415 of the Securities Act of 1933, as amended (the “ATM Offering”).
 
On October 1, 2024, pursuant to and in accordance with Section 12(b) of the Sales Agreement, the Company notified the Agent that the Company is terminating the Sales Agreement, effective October 11, 2024. The Company is not subject to any termination penalties or other expenses related to the termination of the Sales Agreement and, prior to termination, no Shares were sold in the ATM Offering.
 
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was is filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 22, 2022.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: October 3, 2024         
CervoMed Inc.
By:
/s/ William Elder
Name:
William Elder
Title:
Chief Financial Officer & General Counsel
 
 
 
 
 
v3.24.3
Document And Entity Information
Oct. 01, 2024
Document Information [Line Items]  
Entity, Registrant Name CervoMed Inc.
Document, Type 8-K
Document, Period End Date Oct. 01, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-37942
Entity, Tax Identification Number 30-0645032
Entity, Address, Address Line One 20 Park Plaza, Suite 424
Entity, Address, City or Town Boston
Entity, Address, State or Province MA
Entity, Address, Postal Zip Code 02116
City Area Code 617
Local Phone Number 744-4400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CRVO
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001053691
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