crvo20260630

crvo20260630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________.

Commission file number: 001-37942

CervoMed Inc.

(Exact name of registrant as specified in its charter)

Delaware	30-0645032
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20 Park Plaza, Suite 424
Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)

(617) 744-4400

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CRVO	NASDAQ Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of common stock outstanding at August 6, 2026 was 15,119,096 shares.

CervoMed Inc.

		Page No.
Part I	PART I – FINANCIAL INFORMATION	1

Item 1:	ITEM 1. FINANCIAL STATEMENTS	1

Item 2:	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19

Item 3:	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30

Item 4:	ITEM 4. CONTROLS AND PROCEDURES	30

Part II	PART II – OTHER INFORMATION	31

Item 1:	ITEM 1. LEGAL PROCEEDINGS	31

Item 1A:	ITEM 1A. RISK FACTORS	31

Item 2:	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32

Item 3:	ITEM 3. DEFAULTS UPON SENIOR SECURITIES	33

Item 4:	ITEM 4. MINE SAFETY DISCLOSURES	33

Item 5:	ITEM 5. OTHER INFORMATION	33

Item 6:	ITEM 6. EXHIBITS	34

Signatures

INTRODUCTORY NOTES

Note Regarding Company References and Other Defined Terms

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q (the "Quarterly Report") to (i) “CervoMed,” the “Company,” “we,” “our,” or “us,” refer to the business of CervoMed Inc. for all dates and periods subsequent to (and including) August 16, 2023 and to the business of EIP, our wholly-owned subsidiary and the accounting acquirer in the Merger, for all dates and periods prior to August 16, 2023 and (ii) “common stock” refer to our common stock, par value $0.001 per share.

We have also used several other defined terms in this Quarterly Report, many of which are explained or defined below:

Term	Definition
2015 Equity Plan	CervoMed Inc. 2015 Equity Incentive Plan, as amended
2018 Plan	CervoMed Inc. 2018 Employee, Director and Consultant Equity Incentive Plan, as amended
2025 Equity Plan	CervoMed Inc. 2025 Equity Incentive Plan, as amanded
2026 Pre-Funded Warrants	the previously outstanding pre-funded warrants, each to purchase one share of common stock at a purchase price of $0.001 per share, issued in connection with the 2026 Private Placement
2026 Private Placement	our private placement of an aggregate of 3,360,377 units, each consisting of (i) (A) one share of common stock or (B) one 2026 Pre-Funded Warrant in lieu thereof, (ii) one Series B Warrant, and (iii) one Series C Warrant, completed on June 11, 2026
2026 Registered Direct Offering	our registered direct offering of an aggregate of 2,500,000 shares of common stock, completed on June 22, 2026
401(k) Plan	CervoMed Inc. 401(k) Defined Contribution Plan
AD	Alzheimer’s Disease
ALS	amyotrophic lateral sclerosis
Annual Report	our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026
ASC	Accounting Standard Codification of the FASB
ASU	Accounting Standards Update
ASU 2023-09	ASU No. 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures”
AscenD-LB Trial	our Phase 2a clinical trial evaluating neflamapimod for the treatment of patients with DLB, completed in the second half of 2021
Board	our board of directors
CDMO	contract development and manufacturing organization
CMC	chemistry, manufacturing and controls
CODM	chief operating decision maker
CRO	contract research organization
DLB	dementia with Lewy bodies
DLB without AD co-pathology	DLB without concomitant AD-related pathology. May also be referred to as "pure" DLB

EIP	EIP Pharma, Inc., a Delaware corporation and our wholly-owned subsidiary

Exchange Act	Securities Exchange Act of 1934, as amended

FASB	Financial Accounting Standards Board
FDA	US Food and Drug Administration
FTD	frontotemporal dementia
Historical EIP common stock warrants	the warrants to purchase shares of common stock originally issued by EIP prior to the Merger and assumed by the Company
ILAP	the United Kingdom’s Innovative Licensing and Access Pathway
IT	information technology
Merger	the merger of Dawn Merger Sub Inc. with and into EIP, with EIP surviving as a wholly-owned subsidiary of the Company, completed on August 16, 2023, pursuant to the Merger Agreement
Merger Agreement	the Agreement and Plan of Merger, dated March 30, 2023, by and among Diffusion Pharmaceuticals Inc., Dawn Merger Sub Inc., and EIP
Nasdaq	the Nasdaq Stock Market LLC
nfvPPA	nonfluent variant primary progressive aphasia
NIA	the National Institute on Aging of the National Institutes of Health
NIA Grant	the $21.3 million grant awarded to us by the NIA to support the RewinD-LB Trial, $21.0 million of which was awarded in January 2023 and an additional $0.3 million of which was awarded in August 2024
p38α	p38 mitogen-activated protein kinase alpha
PPA	primary progressive aphasia
Placement Agent Warrants	the warrants to purchase an aggregate of 150,000 shares of common stock at a purchase price of $5.00 per share issued to the placement agent in connection with the 2026 Registered Direct Offering
ptau181	plasma phosphorylated tau at position 181
Pure DLB	DLB with low likelihood of AD co-pathology
RAS	Recovery After Stroke
Regulation S-K	Regulation S-K promulgated under the Securities Act
Restore Trial	our ongoing Phase 2a clinical trial evaluating neflamapimod for the treatment of patients recovering from ischemic stroke, which the Company initiated in the second quarter of 2025
RewinD-LB Trial	our Phase 2b clinical trial evaluating neflamapimod for the treatment of patients with DLB, from which we announced final results in October 2025
ROU	right-of-use
Sales Agreement	Sales Agreement, dated May 12, 2025, by and between the Company and Leerink Partners LLC
SEC	US Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Series A Warrants	the warrants to purchase an aggregate of 2,532,285 shares of common stock at a purchase price of $39.24 per share issued in connection with the 2024 Private Placement
Series B Warrants	the warrants to purchase an aggregate of 3,360,377 shares of common stock at a purchase price of $3.32 per share issued in connection with the 2026 Private Placement
Series C Warrants	the warrants to purchase an aggregate of 3,360,377 shares of common stock at a purchase price of $3.14 per share issued in connection with the 2026 Private Placement
US	United States of America
US GAAP	generally accepted accounting principles in the US
Vertex	Vertex Pharmaceuticals Incorporated
Vertex Agreement	the Option and License Agreement, dated as of August 27, 2012, by and between EIP Pharma LLC and Vertex, as amended

iii

Note Regarding Forward-Looking Statements

This Quarterly Report (including, for purposes of this Note Regarding Forward-Looking Statements, any information or documents incorporated herein by reference) includes express and implied forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on the economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, liquidity, and prospects may differ materially from the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition, liquidity, and prospects are consistent with the forward-looking statements contained in this Quarterly Report, they may not be predictive of actual results or reflect unanticipated developments in future periods.

Forward-looking statements appear in a number of places throughout this Quarterly Report. We may, in some cases, use terms such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “aims,” “seeks,” “intends,” “may,” “might,” “could,” “will,” “should,” “approximately,” “potential,” “target,” “project,” “contemplate,” “predict,” “forecast,” “continue,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements also include statements regarding our intentions, beliefs, projections, outlook, analyses or expectations concerning, among other things:

	●	our cash balances and our ability to obtain additional financing in the future;

	●	our ability to successfully enter into a partnership to advance neflamapimod into a Phase 3 clinical trial in patients with DLB in a timely manner, on acceptable terms, or at all;

	●	the success and timing of our ongoing and planned clinical trials and nonclinical studies, including our ability to enroll participants in our studies at anticipated rates, our ability to manufacture an adequate amount of drug supply for our studies, and changes to our drug candidates' formulations;
	●	obtaining and maintaining intellectual property protection for our current or future product candidates and our proprietary technology;
	●	the performance of third parties, including CROs, CDMOs, manufacturers, suppliers, and outside consultants, to whom we outsource certain operations, staff and other functions;
	●	our ability to obtain and maintain regulatory approval of our current or future product candidates and, if approved, our products, including the labeling under any approval we may obtain;
	●	our plans and ability to develop and commercialize our current or future product candidates and the outcomes of our research and development activities;
	●	our estimates regarding expenses, future revenues, capital requirements, and needs for additional financing;
	●	our future obligations under the Vertex Agreement;
	●	our failure to recruit or retain key scientific or management personnel or to retain our executive officers;
	●	the accuracy of our estimates of the size and characteristics of the potential markets for our current or future product candidates, the rate and degree of market acceptance of any of our current or future product candidates that may be approved in the future, and our ability to serve those markets;
	●	the success of products that are, or may become, available which also target the potential markets for our current or future product candidates;
	●	our ability to operate our business without infringing the intellectual property rights of others and the potential for others to infringe upon our intellectual property rights;
	●	any significant breakdown, infiltration, or interruption of our IT systems and infrastructure;
	●	recently enacted and future legislation related to the healthcare system;
	●	other regulatory developments in the US, European Union, and other foreign jurisdictions;
	●	our ability to satisfy the continued listing requirements of the Nasdaq or any other exchange on which our securities may trade in the future;
	●	uncertainties related to general economic, political, business, industry, and market conditions; and

	●	other risks and uncertainties, including those discussed under the heading "Risk Factors" herein and in our other public filings.

As a result of these and other factors, known and unknown, actual results could differ materially from our intentions, beliefs, projections, outlook, analyses, or expectations expressed in any forward-looking statements in this Quarterly Report. Accordingly, we cannot assure you that the forward-looking statements contained in this Quarterly Report will prove to be accurate or that any such inaccuracy will not be material. You should also understand that it is not possible to predict or identify all such factors, and you should not consider any such list to be a complete set of all potential risks or uncertainties. In light of the foregoing and the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Any forward-looking statements that we make in this Quarterly Report speak only as of the date of such statement, and, except as required by applicable law or by the rules and regulations of the SEC, we undertake no obligation to update such statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. Comparisons of current and any prior period results are not intended to express any ongoing or future trends or indications of future performance, unless explicitly expressed as such, and should only be viewed as historical data.

Note Regarding Trademarks, Trade Names, and Service Marks

This Quarterly Report includes trademarks, trade names, and service marks owned by us or other companies. All trademarks, service marks and trade names included in this Quarterly Report are the property of their respective owners. To the extent any such terms appear without the trade name, trademark, or service mark notice, such presentation is for convenience only and should not be construed as being used in a descriptive or generic sense.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CervoMed Inc.

Condensed Consolidated Balance Sheets

(unaudited)

	June 30, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	22,462,577		$	8,235,469
Marketable securities		2,475,595			12,628,970
Prepaid expenses and other current assets		733,718			1,267,005
Deferred offering costs		320,581			320,581
Grant receivable		—			426,993
Total current assets		25,992,471			22,879,018
Total assets	$	25,992,471		$	22,879,018
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	687,111		$	1,454,118
Accrued expenses and other current liabilities		2,345,063			3,201,999
Total liabilities		3,032,174			4,656,117
Commitments and Contingencies (Note 8)
Stockholders’ Equity:
Series A preferred stock $0.001 par value: 30,000,000 authorized at June 30, 2026 and December 31, 2025, 0 shares issued and outstanding at June 30, 2026 and December 31, 2025		—			—
Common stock, $0.001 par value: 1,000,000,000 shares authorized at June 30, 2026 and December 31, 2025: 13,526,233 and 9,252,719 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		13,526			9,252
Additional paid-in capital		135,180,330			115,905,684
Accumulated other comprehensive income		106			5,816
Accumulated deficit		(112,233,665	)		(97,697,851	)
Total stockholders' equity		22,960,297			18,222,901
Total liabilities and stockholders' equity	$	25,992,471		$	22,879,018

See accompanying notes to unaudited condensed consolidated interim financial statements

CervoMed Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Grant revenue	$	—		$	1,757,724		$	—		$	3,675,215
Operating expenses:
Research and development		4,321,772			5,108,625			9,457,191			9,946,423
General and administrative		2,356,779			3,265,374			5,331,884			5,647,951
Total operating expenses		6,678,551			8,373,999			14,789,075			15,594,374
Loss from operations		(6,678,551	)		(6,616,275	)		(14,789,075	)		(11,919,159	)
Other income (expense):
Other income (expense)		1,998			(10,256	)		977			(10,391	)
Interest income		104,897			368,127			252,284			777,112
Total other income, net		106,895			357,871			253,261			766,721
Net loss	$	(6,571,656	)	$	(6,258,404	)	$	(14,535,814	)	$	(11,152,438	)
Per share information:
Net loss per share of common stock, basic and diluted	$	(0.64	)	$	(0.70	)	$	(1.49	)	$	(1.26	)
Weighted average shares outstanding, basic and diluted		10,244,516			8,950,521			9,754,142			8,827,305
Net loss:
Net unrealized gain (loss) on marketable securities		314			(22,006	)		(5,710	)		(56,980	)
Total comprehensive loss	$	(6,571,342	)	$	(6,280,410	)	$	(14,541,524	)	$	(11,209,418	)

See accompanying notes to unaudited condensed consolidated interim financial statements

CervoMed Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

	Three Month Period Ended June 30, 2026
	Common Stock				Additional		Accumulated other						Total
					Paid-in		comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		(loss) income			Deficit			Equity
Balance at March 31, 2026		9,258,719	$	9,258	$	116,268,674	$	(208	)	$	(105,662,009	)	$	10,615,715
Unrealized gain on marketable securities		—		—		—		314			—			314
Stock-based compensation expense		—		—		362,275		—			—			362,275
Issuance of common stock, net - 2026 Private Placement		1,767,514		1,768		9,510,662		—			—			9,512,430
Issuance of common stock, net - 2026 Registered Direct Offering		2,500,000		2,500		9,038,719		—			—			9,041,219
Net loss		—		—		—		—