CervoMed Inc 2025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 ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number: 001-37942 CervoMed Inc. (Exact Name of Registrant as specified in its Charter) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth 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 forcomplying with any 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by theregistered public accounting firm that prepared 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 theregistrant included 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-based compensation 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, calculatedbased upon the closing sale price of the common stock as quoted by the Nasdaq Capital Market on June 30, 2025 (the last business day ofthe registrant’s second fiscal quarter), was approximately $39.9 million. As of March 11, 2026, 9,258,719shares 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 informationrequired in Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant’s Proxy Statement for the 2026Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission. TABLE OF CONTENTS Introductory Notes4 Item 1:Business9Item 1A: Risk Factors37Item 1B: Unresolved Staff Comments75Item 1C: Cybersecurity75Item 2:Properties76Item 3:Legal Proceedings76Item 4:Mine Safety Disclosures77 Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities77Item 6:[Reserved]77Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations77Item 7A: Quantitative and Qualitative Disclosure About Market Risk85Item 8:Financial Statements and Supplementary Data85Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure105Item 9A: Controls and Procedures106Item 9B: Other Information107Item 9C: Disclosures Regarding Foreign Jurisdictions that Prevent Inspections107 Item 10: Directors, Executive Officers and Corporate Governance107Item 11: Executive Compensation107Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107Item 13: Certain Relationships and Related Transactions, and Director Independence107Item 14: Principal Accountant Fees and Services107 Item 15: Exhibit and Financial Statement Schedules107Item 16: Form 10-K Summary111 INTRODUCTORY NOTES Note Regarding Company References and Other Defined Terms Unless the context otherwise requires, all references in this Annual Report to (i) “CervoMed,” the