CervoMed Inc美股招股说明书(2026-07-10版)

CERVOMED INC. 10,081,131 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholders identified in this prospectus ortheir donees, pledgees, assigns, transferees, distributees or other successors-in-interest (the “selling stockholders”) of up to anaggregate of 10,081,131 shares of our common stock, par value $0.001 per share (“common stock”), issued by us in a privateplacement on June 11, 2026 (the “Private Placement”), consisting of (i) 1,767,514 shares of common stock, (ii) 1,592,863 shares ofcommon stock issuable upon the exercise of our pre-funded warrants (the “Pre-Funded Warrants”), (iii) 3,360,377 shares of commonstock issuable upon the exercise of outstanding Series B warrants (the “Series B Warrants”), and (iv) 3,360,377 shares of commonstock issuable upon the exercise of outstanding Series C warrants (the “Series C Warrants,” and collectively with the Pre-FundedWarrants and Series B Warrants, the “Warrants”). We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by theselling stockholders of such shares. We will, however, receive the net proceeds of any Warrants exercised for cash. We are paying thecost of registering the shares of common stock covered by this prospectus as well as various related expenses. The selling stockholdersare responsible for any underwriting discounts and selling commissions and/or similar charges incurred in connection with the sale ofthe shares. Sales of the shares by the selling stockholders may occur at fixed prices, at market prices prevailing at the time of sale, atprices related to prevailing market prices, at negotiated prices and/or at varying prices determined at the time of sale. The sellingstockholders may sell shares directly or to or through underwriters, broker-dealers or agents, who may receive compensation in theform of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. The sellingstockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount theselling stockholders may sell their shares of common stock hereunder following the effective date of the registration statement ofwhich this prospectus forms a part. We provide more information about how the selling stockholders may sell or otherwise dispose oftheir shares of Common Stock in the section titled “Plan of Distribution” on page 12. Our common stock is listed on The NASDAQ Capital Market under the symbol “CRVO.” On July 9, 2026, the last reportedsale price of our common stock was $3.74. Investing in our securities involves risks. See“Risk Factors”beginning on page 9 of this prospectus for a discussion ofthe factors you should carefully consider before deciding to purchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is July 10, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING4RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8SELLING STOCKHOLDERS9PLAN OF DISTRIBUTION12LEGAL MATTERS14EXPERTS14WHERE YOU CAN FIND MORE INFORMATION14INFORMATION INCORPORATED BY REFERENCE14 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission(the “SEC”), using a “shelf” registration process. Under this registration statement, the selling stockholders may sell, from time to timein one or more offerings, the common stock described in this prospectus. We have not authorized anyone to provide you with information other than the information that we have provided orincorporated by reference in this prospectus and your reliance on any unauthorized information or representation is at your own risk.This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that theinformation appearing in this prospectus is accurate only as of the date of this prospectus and that any information we haveincorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of deliveryof this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changedsince those dates. Unless otherwise stated, all references in this prospectus to “we,” “us,” “our,” “CervoMed,” the “Company” and similardesignations refer to CervoMed Inc. This prospectus contains references to trademarks belonging to other entities. Solely forconvenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appearw