CervoMed Inc 2025年季度报告

FORM10-Q (Mark one) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedSeptember 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ___________ to ______________. Commission file number:001-37942 CervoMed Inc.(Exact name of registrant as specified in its charter) Delaware30-0645032(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 20 Park Plaza, Suite 424Boston,Massachusetts(Address of principal executive offices) 02116(Zip Code) (617)744-4400(Registrant’s telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)CRVO Title of each classCommon Stock, par value $0.001 per share Name of each exchange on which registeredNASDAQCapital Market Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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. Acceleratedfiler☐Smallerreportingcompany☒Emerging growthcompany☐ Largeacceleratedfiler☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒The number of shares of common stock outstanding at November 5, 2025 was9,252,719shares. CervoMed Inc. Page No.Part IPART I –FINANCIAL INFORMATION1Item 1:ITEM 1.FINANCIAL STATEMENTS1Item 2:ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS20Item 3:ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK32Item 4:ITEM 4.CONTROLS AND PROCEDURES32Part IIPART II –OTHER INFORMATION34Item 1:ITEM 1.LEGAL PROCEEDINGS34Item 1A:ITEM 1A.RISK FACTORS34Item 2:ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS35Item 3:ITEM 3.DEFAULTS UPON SENIOR SECURITIES35Item 4:ITEM 4.MINE SAFETY DISCLOSURES35Item 5:ITEM 5.OTHER INFORMATION35Item 6:ITEM 6.EXHIBITS35Signatures36i 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 corporation formerly known as “Diffusion Pharmaceuticals Inc.” completed a merger transaction in accordance withthe terms and conditions of the Agreement and Plan of Merger, dated March 30, 2023 (the “Merger Agreement”), by and amongDiffusion Pharmaceuticals Inc. (“Diffusion”), Dawn Merger Sub Inc., a wholly-owned subsidiary of Diffusion (“Merger Sub”) andEIP Pharma, Inc. (“EIP"), pursuant to which Merger Sub merged with and into EIP, with EIP surviving the Merger a wholly-ownedsubsidiary of Diffusion (the “Merger”). Additionally, on August 16, 2023, Diffusion changed its name from “DiffusionPharmaceuticals Inc.” to “CervoMed Inc.” For accounting purposes, the Merger is treated as a reverse recapitalization under U.S. GAAP and EIP is considered theaccounting acquirer. Accordingly, EIP’s historical results of operations are deemed the Company’s historical results of operationsfor all periods prior to the Merger and, for all periods following the Merger, the results of operations of the combined companywill be included in the Company’s financial statements. Following the completion of the Merger, the business conducted by theCompany became primarily the business conducted by EIP. Accordingly,unless the context otherwise requires,all references in this Quarterly Report to“CervoMed,”the“Company,” “we,” “our,” or “us,” refer to the business of EIP for all dates and periods prior to August 16, 2023, and to thebusiness of CervoMed for all dates and periods subsequent to (and including) August 16, 2023. We have also used several other defined terms in this Quarterly Report on Form 10-Q (the "Quarterly Report"), many ofwhich are explained or defined b