CervoMed Inc 2024年度报告

FORM10-K (Mark one)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto CervoMed Inc. (Exact Name of Registrant as specified in its Charter) 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 Actof 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 suchfiling 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 Rule405 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 suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒ Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicated by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s common stock beneficially owned by non-affiliates of the registrant, calculated based upon theclosing sale price of the common stock as quoted by the Nasdaq Capital Market on June 28, 2024 (the last business day of the registrant’s second fiscalquarter), was approximately $91.6million. As of March 14, 2025,8,702,719shares of common stock of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Thefollowing documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in PartIII of this Annual Report on Form 10-K is incorporated by reference from the Registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders tobe filed with the Securities and Exchange Commission. TABLE OF CONTENTS Introductory Notes4 Item 1:Business8Item 1A:Risk Factors40Item 1B:Unresolved Staff Comments79Item 1C:Cybersecurity79Item 2:Properties80Item 3:Legal Proceedings80Item 4:Mine Safety Disclosures81 Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities81Item 6:[Reserved]81Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations81Item 7A:Quantitative and Qualitative Disclosure About Market Risk89Item 8:Financial Statements and Supplementary Data89Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108Item 9A:Controls and Procedures108Item 9B:Other Information109Item 9C:Disclosures Regarding Foreign Jurisdictions that Prevent Inspections109 Item 10:Directors, Executive Officers and Corporate Governance109Item 11:Executive Compensation110Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters110Item 13:Certain Relationships and Related Transactions, and Director Independence110Item 14:Principal Accountant Fees and Services110 Item 15:Exhibit and Financial Statement Schedules110Item 16:Form 10-K Summary113 INTRODUCTORY NOTES Note Regarding Company References and Other Defined Terms As previously disclosed in our Current Report on Form 8-K filed on August 17, 2023 with the SEC, on August 16, 2023, the Delaware corporationformerly known as “Diffusion Pharmaceuticals Inc.” completed a merge