CervoMed Inc 2026年季度报告

FORM 10-Q (Mark one) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period ended June30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from ___________ to ______________. Commission file number: 001-37942 CervoMed Inc.(Exact name of registrant as specified in its charter) 30-0645032 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 20 Park Plaza, Suite 424Boston, Massachusetts02116(Address of principal executive offices)(Zip Code) (617) 744-4400(Registrant’s telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per shareCRVONASDAQ Capital 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. Largeacceleratedfiler☐Non-accelerated filer☒ Acceleratedfiler☐Smallerreportingcompany☒Emerging growthcompany☐ 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 August 6, 2026 was 15,119,096shares. 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 OPERATIONS19Item 3:ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK30Item 4:ITEM 4.CONTROLS AND PROCEDURES30Part IIPART II –OTHER INFORMATION31Item 1:ITEM 1.LEGAL PROCEEDINGS31Item 1A:ITEM 1A.RISK FACTORS31Item 2:ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS32Item 3:ITEM 3.DEFAULTS UPON SENIOR SECURITIES33Item 4:ITEM 4.MINE SAFETY DISCLOSURES33Item 5:ITEM 5.OTHER INFORMATION33Item 6:ITEM 6.EXHIBITS34Signaturesi INTRODUCTORY NOTES Note Regarding Company References and Other Defined Terms Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q (the "Quarterly Report") to (i)“CervoMed,” the “Company,” “we,” “our,” or “us,” refer to the business of CervoMed Inc. for all dates and periods subsequent to(and including) August 16, 2023 and to the business of EIP, our wholly-owned subsidiary and the accounting acquirer in theMerger, for all dates and periods prior to August 16, 2023 and (ii) “common stock” refer to our common stock, par value $0.001per share. We have also used several other defined terms in this Quarterly Report, many of which are explained or defined below: Definition 2015 Equity PlanCervoMed Inc. 2015 Equity Incentive Plan, as amended2018 PlanCervoMed Inc. 2018 Employee, Director and Consultant Equity Incentive Plan, as amended2025 Equity PlanCervoMed Inc. 2025 Equity Incentive Plan, as amanded2026 Pre-FundedWarrantsthe previously outstanding pre-funded warrants, each to purchase one share of common stock at apurchase price of $0.001 per share, issued in connection with the 2026 Private Placement2026 Private Placementour private placement of an aggregate of 3,360,377 units, each consisting of (i) (A) one share of commonstock or (B) one 2026 Pre-Funded Warrant in lieu thereof, (ii) one Series B Warrant, and (iii) one SeriesC Warrant, completed on June 11, 20262026 Registered DirectOfferingour registered direct offering of an aggregate of 2,500,000 shares of common stock, completed on June22, 2026401(k) PlanCervoMed Inc. 401(k) Defined Contribution PlanADAlzheimer’s DiseaseALSamyotrophic lateral sclerosisAnnual Reportour Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March13, 2026ASCAccounting Standard Codification of the FASBASUAccounting Standards UpdateASU 2023-09ASU No. 202