CervoMed Inc美股招股说明书(2026-06-22版)

CERVOMED INC. 2,500,000 Shares of Common Stock We are offering 2,500,000 shares of our common stock, par value $0.001 per share (“common stock”), to investors at anoffering price of $4.00 per share, pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed and trades on The Nasdaq Capital Market under the symbol “CRVO.” The last sale price of ourshares of common stock on June 17, 2026 was $3.81 per share. We have engaged H.C. Wainwright & Co., LLC (“Wainwright” or the “placement agent”), to act as our exclusive placementagent for this offering. The placement agent has agreed to use its “reasonable best efforts” to arrange for the sale of shares of ourcommon stock offered by this prospectus supplement and the accompanying base prospectus, but the placement agent has noobligation to purchase or sell any of such securities or to arrange for the purchase or sale of any specific number or dollar amountof such securities. There is no required minimum number of securities that must be sold as a condition to completion of thisoffering. Because there is no minimum offering amount required as a condition to closing this offering, the actual offering amount,placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the totalmaximum offering amounts set forth below. We have not arranged to place the funds from investors in an escrow, trust or similaraccount. We have agreed to pay the placement agent the fees set forth in the table below in connection with this offering, whichassumes that we sell all of the shares of common stock we are offering hereby. As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of common stock held bynon-affiliates, or public float, was determined to be $32,126,620 based on 11,026,233 shares of common stock outstanding, ofwhich 7,105,447 are held by non-affiliates, and the closing sale price of our shares of common stock on Nasdaq of $4.52 on June16, 2026, which is within 60 days of the date of this prospectus supplement. Upon any sale of shares of common stock under thisprospectus supplement pursuant to General Instruction I.B.6 of Form S-3, in no event will the aggregate market value of securitiessold by us or on our behalf pursuant to General Instruction I.B.6 of Form S-3 during the twelve calendar month period immediatelyprior to, and including, the date of any such sale exceed one-third of our public float, calculated in accordance with GeneralInstruction I.B.6 of Form S-3. During the prior twelve calendar month period that ends on, and includes, the date of this prospectussupplement (excluding this offering), we have not sold any of our securities pursuant to General Instruction I.B.6 of Form S-3. Offering pricePlacement agent’s fees (1) (1)We have agreed to pay the placement agent a cash fee of 6.0% of the aggregate gross proceeds raised in the offering. Inaddition, we have agreed to pay the placement agent a management fee equal to 1.0% of the gross proceeds raised in thisoffering, to reimburse the placement agent for certain of its expenses and to issue warrants to purchase shares of commonstock to the placement agent or its designees (the “placement agent warrants”). Neither the placement agent warrants nor theshares of our common stock issuable upon exercise of the placement agent warrants are being registered hereby. See “Plan ofDistribution”beginning on page S-13 of this prospectus supplement for more information. (2)Does not include proceeds from the exercise of the placement agent warrants to be issued to the placement agent in cash, ifany. Delivery of the shares of common stock offered hereby is expected to be made on or about June 22, 2026, subject tosatisfaction of customary closing conditions. Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefullyreview and consider all the information in this prospectus supplement, the accompanying base prospectus and thedocuments incorporated by reference herein and therein, including the risks and uncertainties described under“RiskFactors”beginning on page S-8 of this prospectus supplement and the risk factors incorporated by reference into thisprospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesharesor determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is June 18, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageABOUT THIS PROSPECTUS SUPPLEMENTS-2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-7RISK FACTORSS-8USE OF PROCEEDSS-10DILUTIONS-11DESCRIPTION OF THE SECURITIES WE ARE