0001437749-23-031374 | 10-Q | XBRL Viewer

Collaborative Arrangement Disclosure [Text Block]

5. Significant Agreements and Contracts

Vertex Option and License Agreement

In August 2012, the Company entered the License Agreement, as amended, to acquire an exclusive license to develop and commercialize a drug candidate “VX-745” from Vertex. In August 2014, the Company exercised its option to acquire the license and paid an option fee of $100,000, which was expensed as incurred as a component of research and development expense.

The License Agreement granted the Company the exclusive worldwide use of VX-745 in the field of diagnosis, treatment and prevention of Alzheimer’s disease and related central nervous system disorders in humans.

As part of the License Agreement, the Company is obligated to make certain payments totaling up to approximately $117.0 million upon achievement of certain regulatory and sales milestones, and royalties on net sales of products on indications covered by the License Agreement. The first expected milestone events concern filing of an NDA, with the FDA for marketing approval of neflamapimod, in the U.S., or a similar filing for a non-U.S. major market, as specified in the Vertex Agreement, and such royalties will be on a sliding scale of percentages of net sales in the low- to mid-teens, depending on the amount of net sales in the applicable years. We are also obligated to make a milestone payment to Vertex upon net sales reaching a certain specified amount in any 12-month period. The Vertex Agreement states that royalties will be reduced by 50% during any portion of the royalty term when there is no valid claim of an issued patent within specified patent rights covering the licensed product. We also have the right to deduct, on a country by country basis, from royalties otherwise payable to Vertex under the terms of the Vertex Agreement, 50% of all royalties, upfront fees, milestones and other payments paid by us or any of our affiliates or sublicensees to third parties under licenses that are necessary for the development, manufacture, sale or use of a licensed product, provided that in no event will the royalty payable to Vertex be reduced to less than 50% of the rates specified in the Vertex Agreement, subject to certain adjustments specified therein. The Company has made a total of $100,000 in payments to Vertex related to the License Agreement. No payments were made during the three and nine months ended September 30, 2023.

National Institute of Aging Grant

In January 2023, the Company was awarded a $21.0 million grant from the NIA to support a Phase 2b study of neflamapimod in dementia with Lewy bodies. The grant monies are expected to be received over a period of three years including $6.7 million in 2023, $8.1 million in 2024 and $6.2 million in 2025.

The total revenue recognized from the NIA grant was $1.6 million and $4.7 million for the three and nine months ended September 30, 2023. As of September 30, 2023, total cash funding of $5.2 million has been received from the NIA grant, resulting in approximately $15.8 million in funding remaining. Of the $5.2 million funding received to date, $0.5 million has been recorded as deferred revenue in the interim condensed consolidated balance sheet at September 30, 2023.

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 09, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-37942
Entity Registrant Name	CervoMed Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	30-0645032
Entity Address, Address Line One	20 Park Plaza, Suite 424
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02216
City Area Code	617
Local Phone Number	744-4400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CRVO
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		5,674,520
Entity Central Index Key	0001053691
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

Note 9 - Convertible Notes (Details Textual)		1 Months Ended		3 Months Ended		9 Months Ended
Note 9 - Convertible Notes (Details Textual)	Aug. 16, 2023 shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Jun. 30, 2023 $ / shares
Liabilities, Fair Value Adjustment						$ (5,424,251)	$ 1,769,000
Conversion of Debt into Common Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued \| shares	795,905					795,905
Debt Conversion, Converted Instrument, Warrants or Options Issued \| shares	101,367					101,367
Prefunded Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares				$ 0.001		$ 0.001		$ 0.001
Convertible Debt [Member]
Liabilities, Fair Value Adjustment				$ 4,800,000	$ 0	$ 5,400,000	$ (1,800,000)
Debt Instrument, Convertible, Conversion Price \| $ / shares								$ 1.47
Debt Instrument, Convertible, Discount								30.00%
Debt Instrument, Convertible, Maximum Beneficial Ownership								9.99%
Payments of Debt Issuance Costs						50,000
Debt Instrument, Convertible, Number of Equity Instruments	897,272
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature						$ 7,000,000.0
The 2020 Notes [Member]
Proceeds from Issuance of Long-Term Debt			$ 5,100,000
The 2021 Notes [Member]
Proceeds from Issuance of Long-Term Debt		$ 6,000,000.0

Note 8 - Line of Credit (Details Textual) - Line of Credit [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2023	Dec. 31, 2022
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,500
Line of Credit Facility, Interest Rate at Period End		6.93%	6.08%
Long-Term Line of Credit		$ 0	$ 0
Debt Issuance Costs, Line of Credit Arrangements, Net		$ 0	$ 0
LIBOR [Member]
Debt Instrument, Basis Spread on Variable Rate	1.75%

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Note 7 - Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2023

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30,		December 31,
	2023		2022
Professional fees	$	492,772	$	206,675
Employee compensation costs		696,570		364,070
Clinical development costs		71,979		23,185
Other		121,501		50,322
Total	$	1,382,822	$	644,252

Note 10 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Text Block]

10. Commitments and Contingencies

Operating Leases

The Company has a short-term agreement to utilize membership-based co-working space in Charlottesville, Virginia and a short-term lease for office space in Boston, Massachusetts. Rent expense related to the Company’s short-term agreements was approximately $8,000 and $3,000 for the three months ended September 30, 2023 and 2022, respectively. Rent expense related to the Company’s short-term agreements was approximately $23,000 and $38,000 for the nine months ended September 30, 2023 and 2022, respectively.

Research and Development Arrangements

In the course of normal business operations, the Company would enter into agreements with universities and CROs to assist in the performance of research and development activities and contract manufacturers to assist with chemistry, manufacturing, and controls related expenses. Expenditures to CROs represented a significant cost in clinical development for the Company. The Company could also enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of cash.

Defined Contribution Retirement Plan

The Company has established its 401(k) Plan, which covers all employees who qualify under the terms of the plan. Eligible employees may elect to contribute to the 401(k) Plan up to 90% of their compensation, limited by the IRS-imposed maximum. The Company provides a safe harbor match with a maximum amount of 4% of the participant’s compensation. The Company made matching contributions under the 401(k) Plan of approximately $3,946 for the three and nine months ended September 30, 2023.

Legal Proceedings

On August 7, 2014, a complaint was filed in the Superior Court of Los Angeles County, California by Paul Feller, the former Chief Executive Officer of the Company’s legal predecessor under the caption Paul Feller v. RestorGenex Corporation, Pro Sports & Entertainment, Inc., ProElite, Inc. and Stratus Media Group, GmbH (Case No. BC553996). The complaint asserts various causes of action, including, among other things, promissory fraud, negligent misrepresentation, breach of contract, breach of employment agreement, breach of the covenant of good faith and fair dealing, violations of the California Labor Code and common counts. The plaintiff is seeking, among other things, compensatory damages in an undetermined amount, punitive damages, accrued interest and an award of attorneys’ fees and costs. On December 30, 2014, the Company filed a petition to compel arbitration and a motion to stay the action. On April 1, 2015, the plaintiff filed a petition in opposition to the Company’s petition to compel arbitration and a motion to stay the action. After a related hearing on April 14, 2015, the court granted the Company’s petition to compel arbitration and a motion to stay the action. On January 8, 2016, the plaintiff filed an arbitration demand with the American Arbitration Association. On November 19, 2018 at an Order to Show Cause Re Dismissal Hearing, the court found sufficient grounds not to dismiss the case and an arbitration hearing was scheduled, originally for November 2020 but later postponed due to the COVID-19 pandemic and related restrictions on gatherings in the State of California. In addition, following the November 2018 hearing, an automatic stay was placed on the arbitration in connection with the plaintiff filing for personal bankruptcy protection. On October 22, 2021, following a determination by the bankruptcy trustee not to pursue the claims and release them back to the plaintiff, the parties entered into a stipulation to abandon arbitration and return the matter to state court. A case management conference was held on February 23, 2022 at which an initial trial date of May 24, 2023 was set, and the parties have agreed to stipulate to mediation in advance of the trial. On October 20, 2022, the parties filed a joint stipulation to continue the trial and certain deadlines related to the mediation in order to allow plaintiff’s counsel to continue to seek treatment for an ongoing medical issue. On November 1, 2022, based on the parties joint stipulation, the court entered an order continuing the trial date to October 25, 2023 and, on October 6, 2023, the court entered an order further continuing the trial date to April 24, 2024.

The Company believes that is has meritorious defenses to the claims alleged in this matter and is defending itself vigorously. However, at this stage, the Company is unable to predict the outcome and possible loss or range of loss, if any, associated with its resolution or any potential effect the matter may have on the Company’s financial position. Depending on the outcome or resolution of this matter, it could have a material effect on the Company’s financial position, results of operations and cash flows.

Note 4 - Merger

9 Months Ended

Sep. 30, 2023

Business Combination Disclosure [Text Block]

4. Merger

On August 16, 2023, the Company completed the Merger of EIP and Merger Sub as discussed in Note 1. For financial reporting purposes, EIP was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including: (i) EIP securityholders immediately prior to the Merger owning approximately 76% of the Company immediately following the Merger, (ii) EIP appointing the majority (five of seven) of the Company’s board of directors immediately following the Merger and (iii) former EIP management holding the majority of key positions of management, including the Chief Executive Officer and Chairman of the Board of Directors positions, immediately following the Merger. The Merger was also accounted for as a reverse recapitalization under US GAAP because the primary assets of the Company immediately prior to the Merger were cash and cash equivalents. Accordingly, (i) for all periods prior to the Merger, EIP’s historical financial statements and results of operations replace and are deemed to be the Company’s financial statement and results of operations for such periods, (ii) the Merger was treated as the equivalent of EIP issuing shares of common stock to the holders of the Company's common stock immediately prior to the Merger as consideration to acquire the net assets of the Company, and (iii) the net assets of the Company as of immediately prior to the Merger were recorded at their acquisition-date fair value in the condensed consolidated financial statements of EIP. Immediately after the Merger, there were approximately 5,674,277 shares of the Company’s common stock outstanding.

The following table shows the net assets acquired in the Merger:

	August 16,
	2023
Cash and cash equivalents	$	12,705,140
Prepaid and other assets		406,488
Accounts payable and accrued expenses		(1,223,871	)
Total net assets assumed		11,887,757
Minus: Transaction costs		(1,548,643	)
Total net assets assumed minus transaction costs	$	10,339,114

Note 4 - Merger (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

	August 16,
	2023
Cash and cash equivalents	$	12,705,140
Prepaid and other assets		406,488
Accounts payable and accrued expenses		(1,223,871	)
Total net assets assumed		11,887,757
Minus: Transaction costs		(1,548,643	)
Total net assets assumed minus transaction costs	$	10,339,114

Note 6 - Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Prepaid clinical expenses	$ 670,851	$ 0
Insurance	604,275	9,937
Rent	0	2,455
Other	143,619	51,735
Total	$ 1,418,745	$ 64,127

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A-1 Preferred Stock [Member]	Preferred Stock [Member] Series A-2 Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Series A-1 Preferred Stock [Member]	Series A-2 Preferred Stock [Member]	Series B Preferred Stock [Member]	Total
Balance at January 1, 2023 (in shares) at Dec. 31, 2021	1,960,600	335,711	1,034,890
Balance at January 1, 2023 at Dec. 31, 2021	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at January 1, 2023 (in shares) at Dec. 31, 2021				518,140
Balance at January 1, 2023 at Dec. 31, 2021				$ 518	$ 18,521,988	$ (46,465,869)				$ (27,943,363)
Stock-based compensation expense, including vesting of RSUs				0	252,847	0				252,847
Net income	$ 0	$ 0	$ 0	0						(4,275,647)
Stock-based compensation expense				$ 0	252,847	0				252,847
Balance at September 30, 2023 (in shares) at Sep. 30, 2022	1,960,600	335,711	1,034,890
Balance at September 30, 2023 at Sep. 30, 2022	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at September 30, 2023 (in shares) at Sep. 30, 2022				518,140
Balance at September 30, 2023 at Sep. 30, 2022				$ 518	18,902,352	(50,741,516)				(31,838,646)
Contributed capital in lieu of executive compensation	0	0	0	0	127,517	0				127,517
Unrealized loss on marketable securities	$ 0	$ 0	$ 0	$ 0						(4,275,647)
Balance at January 1, 2023 (in shares) at Jun. 30, 2022	1,960,600	335,711	1,034,890
Balance at January 1, 2023 at Jun. 30, 2022	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at January 1, 2023 (in shares) at Jun. 30, 2022				518,140
Balance at January 1, 2023 at Jun. 30, 2022				$ 518	18,819,968	(49,858,893)				(31,038,407)
Stock-based compensation expense, including vesting of RSUs	0	0	0	0	82,384	0				82,384
Net income	0	0	0	0	0	(882,623)				(882,623)
Stock-based compensation expense	$ 0	$ 0	$ 0	$ 0	82,384	0				82,384
Balance at September 30, 2023 (in shares) at Sep. 30, 2022	1,960,600	335,711	1,034,890
Balance at September 30, 2023 at Sep. 30, 2022	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at September 30, 2023 (in shares) at Sep. 30, 2022				518,140
Balance at September 30, 2023 at Sep. 30, 2022				$ 518	18,902,352	(50,741,516)				(31,838,646)
Unrealized loss on marketable securities	$ 0	$ 0	$ 0	$ 0	0	(882,623)				(882,623)
Balance at January 1, 2023 (in shares) at Dec. 31, 2022	1,960,600	335,711	1,034,890				1,960,600	335,711	1,034,890
Balance at January 1, 2023 at Dec. 31, 2022	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at January 1, 2023 (in shares) at Dec. 31, 2022				518,140
Balance at January 1, 2023 at Dec. 31, 2022				$ 518	18,983,339	(52,268,916)				(33,285,059)
Net income										(1,959,837)
Balance at September 30, 2023 (in shares) at Jun. 30, 2023	1,960,600	335,711	1,034,890
Balance at September 30, 2023 at Jun. 30, 2023	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at September 30, 2023 (in shares) at Jun. 30, 2023				518,140
Balance at September 30, 2023 at Jun. 30, 2023				$ 518	19,116,831	(54,228,753)				(35,111,404)
Unrealized loss on marketable securities										(1,959,837)
Balance at January 1, 2023 (in shares) at Dec. 31, 2022	1,960,600	335,711	1,034,890				1,960,600	335,711	1,034,890
Balance at January 1, 2023 at Dec. 31, 2022	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at January 1, 2023 (in shares) at Dec. 31, 2022				518,140
Balance at January 1, 2023 at Dec. 31, 2022				$ 518	18,983,339	(52,268,916)				(33,285,059)
Conversion of preferred stock to common stock (in shares)	(1,960,600)	(335,711)	(1,034,890)
Conversion of preferred stock to common stock	$ (246,849)	$ (4,173,267)	$ (19,867,095)							(24,287,211)
Conversion of preferred stock to common stock (in shares)				2,936,566
Conversion of preferred stock to common stock	$ 246,849	$ 4,173,267	$ 19,867,095							24,287,211
Issuance of common stock upon settlement of convertible promissory note (in shares)	0	0	0	795,905
Issuance of common stock upon settlement of convertible promissory note	$ 0	$ 0	$ 0	$ 796	6,988,953	0				6,989,749
Issuance of common stock to Diffusion stockholders in reverse recapitalization, net of issuance costs	$ 0	$ 0	$ 0	$ 1,360	10,337,754	0				$ 10,339,114
Issuance of common stock to Diffusion stockholders in reverse recapitalization, net of issuance costs (in shares)			0	1,360,244						1,360,244
Sale of common stock (in shares)	0	0	0	63,422
Sale of common stock	$ 0	$ 0	$ 0	$ 63	809,937	0				$ 810,000
Stock-based compensation expense, including vesting of RSUs	0	0	0	$ 0	242,660	0				242,660
Stock-based compensation expense, including vesting of RSUs (in shares)				77
Net income	0	0	0	$ 0	0	190,525				190,525
Conversion of convertible preferred stock to common stock				2,937	24,284,274	0				24,287,211
Stock-based compensation expense	$ 0	$ 0	$ 0	$ 0	242,660	0				242,660
Balance at September 30, 2023 (in shares) at Sep. 30, 2023	0	0	0				0	0	0
Balance at September 30, 2023 at Sep. 30, 2023	$ 0	$ 0	$ 0
Balance at September 30, 2023 (in shares) at Sep. 30, 2023				5,674,354
Balance at September 30, 2023 at Sep. 30, 2023				$ 5,674	61,646,917	(52,078,391)				9,574,200
Unrealized loss on marketable securities	$ 0	$ 0	$ 0	$ 0	0	190,525				190,525
Balance at January 1, 2023 (in shares) at Jun. 30, 2023	1,960,600	335,711	1,034,890
Balance at January 1, 2023 at Jun. 30, 2023	$ 246,849	$ 4,173,267	$ 19,867,095
Balance at January 1, 2023 (in shares) at Jun. 30, 2023				518,140
Balance at January 1, 2023 at Jun. 30, 2023				$ 518	19,116,831	(54,228,753)				(35,111,404)
Conversion of preferred stock to common stock (in shares)	(1,960,600)	(335,711)	(1,034,890)
Conversion of preferred stock to common stock	$ (246,849)	$ (4,173,267)	$ (19,867,095)	$ (2,937)	(24,284,274)	0				(24,287,211)
Conversion of preferred stock to common stock (in shares)				2,936,566
Conversion of preferred stock to common stock	$ 246,849	$ 4,173,267	$ 19,867,095	$ 2,937	24,284,274	0				24,287,211
Issuance of common stock upon settlement of convertible promissory note (in shares)	0	0	0	795,905
Issuance of common stock upon settlement of convertible promissory note	$ 0	$ 0	$ 0	$ 796	6,988,953	0				6,989,749
Issuance of common stock to Diffusion stockholders in reverse recapitalization, net of issuance costs	$ 0	$ 0	$ 0	$ 1,360	10,337,754	0				10,339,114
Issuance of common stock to Diffusion stockholders in reverse recapitalization, net of issuance costs (in shares)				1,360,244
Sale of common stock (in shares)	0	0	0	63,422
Sale of common stock	$ 0	$ 0	$ 0	$ 63	809,937	0				810,000
Stock-based compensation expense, including vesting of RSUs	0	0	0	$ 0	109,168	0				109,168
Stock-based compensation expense, including vesting of RSUs (in shares)				77
Net income	0	0	0	$ 0	0	2,150,362				2,150,362
Stock-based compensation expense	$ 0	$ 0	$ 0	$ 0	109,168	0				109,168
Balance at September 30, 2023 (in shares) at Sep. 30, 2023	0	0	0				0	0	0
Balance at September 30, 2023 at Sep. 30, 2023	$ 0	$ 0	$ 0
Balance at September 30, 2023 (in shares) at Sep. 30, 2023				5,674,354
Balance at September 30, 2023 at Sep. 30, 2023				$ 5,674	61,646,917	(52,078,391)				9,574,200
Unrealized loss on marketable securities	$ 0	$ 0	$ 0	$ 0	$ 0	$ 2,150,362				$ 2,150,362

Note 3 - Summary of Significant Accounting Policies - Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Cash equivalents (money market accounts)	$ 10,424,675	$ 4,093,579
Total assets measured at fair value	10,424,675	4,093,579
Convertible Notes		0
Total liabilities measured at fair value		0
Fair Value, Inputs, Level 2 [Member]
Cash equivalents (money market accounts)	0	0
Total assets measured at fair value	0	0
Convertible Notes		0
Total liabilities measured at fair value		0
Fair Value, Inputs, Level 3 [Member]
Cash equivalents (money market accounts)	$ 0	0
Total assets measured at fair value		0
Convertible Notes		12,414,000
Total liabilities measured at fair value		$ 12,414,000

Note 7 - Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Employee compensation costs	$ 492,772	$ 206,675
Professional fees	696,570	364,070
Clinical development costs	71,979	23,185
Other	121,501	50,322
Total	$ 1,382,822	$ 644,252

Note 12 - Stock-based Compensation - Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Balance, number of shares (in shares) \| shares	114,516
Balance, weighted average exercise price (in dollars per share) \| $ / shares	$ 25.98
Granted, number of shares (in shares) \| shares	52,574
Granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 313.67
Outstanding , number of shares (in shares) \| shares	162,250
Outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 5.33
Vested and expected to vest, number of shares (in shares) \| shares	329,340
Vested and expected to vest, weighted average exercise price (in dollars per share) \| $ / shares	$ 61.73
Exercisable, number of shares (in shares) \| shares	148,912
Exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 111.77

Note 2 - Liquidity and Capital Resources

9 Months Ended

Sep. 30, 2023

Liquidity Disclosure [Text Block]

2. Liquidity and Capital Resources

The Company has generated negative cash flows from operations and, as of September 30, 2023, had an accumulated deficit of approximately $52.1 million. In January 2023, the Company was awarded a $21.0 million grant from the NIA to support its ongoing Phase 2b study of neflamapimod in DLB, which is expected to be received over a three-year period. In July 2023, the Company sold common stock for proceeds of $0.8 million. In addition, the Company received $12.7 million in cash and cash equivalents through the reverse recapitalization.

Based on our current operating plan, we believe that the Company’s existing cash and cash equivalents on hand as of September 30, 2023, along with the remaining funds to be received from the NIA grant, will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the issuance of these unaudited condensed consolidated interim financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. We will continue to require additional financing to advance our current product candidates through clinical development, to develop, acquire or in-license other potential product candidates and to fund operations for the foreseeable future. We will continue to seek funds through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through a debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise capital, we will need to delay, reduce or terminate planned activities to reduce costs, including our development or commercialization activities for neflamapimod. We might also be required to seek funds through arrangements with third parties that require us to relinquish certain of our rights to neflamapimod or otherwise agree to terms unfavorable to us.

Operations of the Company are subject to certain additional risks and uncertainties as well, and any one or more of these factors could materially affect the Company’s financial condition, future operations and liquidity needs. Many of these risks and uncertainties are outside of the Company’s control, including internal and external factors that may affect the success or failure of the Company’s research and development efforts, the length of time and cost of developing and commercializing the Company’s current or future product candidates, whether and when any such product candidates become approved drugs, and how significant a drug’s market share will be, if approved, among others.

The Company expects that its existing cash and cash equivalents as of September 30, 2023 will enable it to fund its operating expenses and capital expenditure requirements, including expected costs related to the ongoing Phase 2b trial for at least twelve months following the issuance of these condensed consolidated interim financial statements.

Note 12 - Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Text Block]

12. Stock-Based Compensation

2015 Equity Plan

The 2015 Equity Plan provides for increases to the number of shares reserved for issuance thereunder each January 1 equal to 4.0% of the total shares of the Company’s common stock outstanding as of the immediately preceding December 31, unless a lesser amount is stipulated by the Compensation Committee of the Company’s board of directors. As of September 30, 2023, there were 614 shares available for future issuance under the 2015 Equity Plan.

2018 Employee, Director and Consultant Equity Incentive Plan

On March 28, 2018, EIP adopted the 2018 Plan, which was assumed by the Company pursuant to and in accordance with the terms of the Merger Agreement. Under the 2018 Plan, the Company may issue incentive stock options, non-qualified stock options, stock grants, and other stock-based awards to employees, directors, and consultants, as specified in the 2018 Plan and subject to applicable SEC and Nasdaq rules and regulations. The Board of Directors has the authority to determine to whom options or stock will be granted, the number of shares, the term, and the exercise price. Options granted under the 2018 Plan have a term of up to ten years and generally vest over a four-year period with 25% of the options vesting after one-year of service and the remainder vesting monthly thereafter. As of September 30, 2023, there were no shares available for issuance.

The Company recorded stock-based compensation expense in the following expense categories of its unaudited interim condensed consolidated statements of operations for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	30,737	$	41,546	$	101,885	$	134,559
General and administrative		78,431		40,838		140,775		118,288
Total stock-based compensation expense	$	109,168	$	82,384	$	242,660	$	252,847

The following table summarizes the activity related to all stock option grants for the nine months ended September 30, 2023:

	Number of Options		Weighted average exercise price per share
Balance at January 1, 2023		114,516	$	25.98
Options assumed in the Merger		52,574	$	313.67
Granted		162,250	$	5.33
Outstanding at September 30, 2023		329,340	$	61.73
Exercisable at September 30, 2023		148,912	$	111.77

The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions:

	September 30,
	2023		2022
Expected term (in years)		5.75		6.00
Risk-free interest rate		4.4%		1.9%
Expected volatility		81.7%		80.3%
Dividend yield		0.0%		0.0%

No options were exercised during the three or nine months ended September 30, 2023 and 2022. At September 30, 2023, there was $1.0 million of unrecognized compensation expense that will be recognized over a weighted-average period of 2.3 years.

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Grant revenue	$ 1,526,482	$ 0	$ 4,654,294	$ 0
Operating expenses:
Research and development	1,791,487	330,543	5,583,149	955,784
General and administrative	2,410,124	573,511	4,403,590	1,580,927
Total operating expenses	4,201,611	904,054	9,986,739	2,536,711
Loss from operations	(2,675,129)	(904,054)	(5,332,445)	(2,536,711)
Other income (expense):
Other income (expense)	4,777,824	(88)	5,422,192	(1,769,093)
Interest income	47,667	21,519	100,778	30,157
Total other income (expense)	4,825,491	21,431	5,522,970	(1,738,936)
Net income (loss)	$ 2,150,362	$ (882,623)	$ 190,525	$ (4,275,647)
Earnings Per Share [Abstract]
Net income (loss) per share of common stock - basic (in dollars per share)	$ 0.65	$ (1.70)	$ 0.13	$ (8.25)
Weighted average shares outstanding - basic (in shares)	3,308,302	518,140	1,458,415	518,140
Net income (loss) per share of common stock - diluted (in dollars per share)	$ (0.70)	$ (1.70)	$ (2.37)	$ (8.25)
Weighted average shares outstanding - diluted (in shares)	3,766,700	518,140	2,209,407	518,140

Note 3 - Summary of Significant Accounting Policies - Outstanding Dilutive Securities (Details) - shares	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive securities (in shares)	927,797	3,516,650
Series A-1 Preferred Stock [Member]
Antidilutive securities (in shares)	0	1,960,600
Series A-2 Preferred Stock [Member]
Antidilutive securities (in shares)	0	335,711
Series B Preferred Stock [Member]
Antidilutive securities (in shares)	0	1,034,890
Warrant [Member]
Antidilutive securities (in shares)	598,457	43,618
Share-Based Payment Arrangement, Option [Member]
Antidilutive securities (in shares)	329,340	141,831

Note 8 - Line of Credit

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Text Block]

8. Line of Credit

The Company established a line of credit with a lender during the year ended December 31, 2020 in the amount of $2.5 million with a variable interest rate of 1.75% over the 30-day LIBOR (7.19% and 6.08% at September 30, 2023 and December 31, 2022, respectively). The line is secured by the personal assets of the Company’s Chief Executive Officer and Chair of the Board.

No drawdowns were made, and no costs incurred related to the line of credit during the nine months ended September 30, 2023 nor the year ended December 31, 2022.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Note 11 - Stockholders' Equity and Common Stock Warrants

9 Months Ended

Sep. 30, 2023

Equity [Text Block]

11. Stockholders’ Equity (Deficit) and Common Stock Warrants

On August 16, 2023 in connection with the closing of the Merger, the following is reflected on the condensed consolidated interim financial statements of convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2023: (i) the issuance of 795,905 shares of common stock and 101,367 pre-funded warrants upon the settlement of the Convertible Notes, (ii) the conversion of 3,331,201 shares of convertible preferred stock into 2,936,566 shares of common stock and 394,628 prefunded warrants, and (iii) the issuance of 1,360,244 shares of common stock to Diffusion stockholders as consideration for the Merger.

In July 2023, EIP sold 63,422 shares of common stock at $12.78 per share (as adjusted for the Exchange Ratio) for net proceeds of approximately $0.8 million.

Warrants

As of September 30, 2023, the Company had the following warrants outstanding to acquire shares of its common stock:

	Warrants		Exercise
	Outstanding		Price		Expiration Date
Historical Diffusion common stock warrants		58,844	$26.27-$459.06		May 2024 through February 2026
Historical EIP common stock warrants		43,618	$	19.81	April 2028
Pre-funded warrants issued related to closing of reverse recapitalization		495,995	$	0.001	None
		598,457

Upon completion of the Merger, the Convertible Notes and outstanding shares of EIP preferred stock converted into shares of EIP Common Stock which were subsequently converted into the right to exchange such shares for shares of the Company’s common stock or, in certain cases, pre-funded warrants to purchase the Company’s common stock.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 2 - Liquidity and Capital Resources (Details Textual) - USD ($)		1 Months Ended		9 Months Ended
	Aug. 16, 2023	Jul. 31, 2023	Jan. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Retained Earnings (Accumulated Deficit)				$ (52,078,391)		$ (54,228,753)	$ (52,803,252)	$ (52,268,916)
Government Assistance, Amount, Cumulative			$ 21,000,000.0
Government Assistance, Transaction Duration			3 years
Proceeds from Issuance of Common Stock		$ 800,000		$ 810,000	$ 0
Merger Agreement [Member]
Cash Acquired from Acquisition	$ 12,700,000

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Note 7 - Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Other Current Liabilities [Table Text Block]

	September 30,		December 31,
	2023		2022
Professional fees	$	492,772	$	206,675
Employee compensation costs		696,570		364,070
Clinical development costs		71,979		23,185
Other		121,501		50,322
Total	$	1,382,822	$	644,252

Note 10 - Commitments and Contingencies (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Lease, Expense	$ 8,000	$ 3,000	$ 23,000	$ 38,000
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent			90.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay			4.00%
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 3,946

Note 4 - Merger - Details of Merger (Details) - Merger Agreement [Member]	Aug. 16, 2023 USD ($)
Cash and cash equivalents	$ 12,705,140
Prepaid and other assets	406,488
Accounts payable and accrued expenses	(1,223,871)
Total net assets assumed	11,887,757
Minus: Transaction costs	(1,548,643)
Total net assets assumed minus transaction costs	$ 10,339,114

Note 11 - Stockholders' Equity and Common Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Warrants		Exercise
	Outstanding		Price		Expiration Date
Historical Diffusion common stock warrants		58,844	$26.27-$459.06		May 2024 through February 2026
Historical EIP common stock warrants		43,618	$	19.81	April 2028
Pre-funded warrants issued related to closing of reverse recapitalization		495,995	$	0.001	None
		598,457

Note 12 - Share-based Compensation - Assumptions (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Dividend yield	0.00%
Share-Based Payment Arrangement, Option [Member]
Expected term (in years) (Year)	5 years 9 months	6 years
Risk-free interest rate	4.40%	1.90%
Expected volatility	81.70%	80.30%
Dividend yield	0.00%	0.00%

Note 1 - The Company and Description of Business (Details Textual)	Aug. 16, 2023 shares	Sep. 30, 2023 shares
Pre-funded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		495,995
Merger Agreement [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	4,314,033
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	0.1151
Reverse Stock Split [Member ]
Stockholders' Equity Note, Stock Split, Conversion Ratio	1.5

Note 3 - Summary of significant Accounting Policies - Roll-forward of Convertible Notes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Beginning balance	$ 11,768,000	$ 12,414,000	$ 12,414,000	$ 10,025,000
Fair value adjustment	(4,778,251)	0	(5,424,251)	2,389,000
Reclassification to additional paid in capital upon conversion	(6,989,749)	0	(6,989,749)	0
Ending balance	$ 0	$ 12,414,000	$ 0	$ 12,414,000

Note 12 - Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	30,737	$	41,546	$	101,885	$	134,559
General and administrative		78,431		40,838		140,775		118,288
Total stock-based compensation expense	$	109,168	$	82,384	$	242,660	$	252,847

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Options		Weighted average exercise price per share
Balance at January 1, 2023		114,516	$	25.98
Options assumed in the Merger		52,574	$	313.67
Granted		162,250	$	5.33
Outstanding at September 30, 2023		329,340	$	61.73
Exercisable at September 30, 2023		148,912	$	111.77

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	September 30,
	2023		2022
Expected term (in years)		5.75		6.00
Risk-free interest rate		4.4%		1.9%
Expected volatility		81.7%		80.3%
Dividend yield		0.0%		0.0%

Note 3 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	September 30, 2023
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	10,424,675	$	-	$	-
Total assets measured at fair value	$	10,424,675	$	-	$	-

	December 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	4,093,579	$	-	$	-
Total assets measured at fair value	$	4,093,579	$	-	$	-

Liabilities
Convertible Notes	$	-	$	-	$	12,414,000
Total liabilities measured at fair value	$	-	$	-	$	12,414,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Nine Months Ended
	September 30, 2023			September 30, 2022
Beginning balance	$	12,414,000		$	10,025,000
Fair value adjustment		(5,424,251	)		2,389,000
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

	Three Months Ended
	September 30, 2023			September 30, 2022
Beginning balance	$	11,768,000		$	12,414,000
Fair value adjustment		(4,778,251	)		-
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

Numerator:
Net income (loss)	$	2,150,362		$	(882,623	)	$	190,525		$	(4,275,647	)
Change in fair value of convertible notes		(4,778,251	)		-			(5,424,251	)		-
Adjusted net income (loss)	$	(2,627,889	)	$	(882,623	)	$	(5,233,726	)	$	(4,275,647	)
Denominator
Weighted average shares outstanding, basic		3,308,302			518,140			1,458,415			518,140
Weighted average convertible notes before conversion		458,398			-			750,992			-
Weighted average shares outstanding, diluted		3,766,700			518,140			2,209,407			518,140
Net income (loss), basic	$	0.65		$	(1.70	)	$	0.13		$	(8.25	)
Net income (loss), dilutive	$	(0.70	)	$	(1.70	)	$	(2.37	)	$	(8.25	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Three and Nine Months Ended September 30,
	2023		2022

Preferred Series A-1		-		1,960,600
Preferred Series A-2		-		335,711
Preferred Series B		-		1,034,890
Warrants		598,457		43,618
Stock options		329,340		141,831
Total		927,797		3,516,650

Note 6 - Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	September 30,		December 31,
	2023		2022
Prepaid clinical expenses	$	670,851	$	-
Insurance		604,275		9,937
Rent		-		2,455
Other		143,619		51,735
Total	$	1,418,745	$	64,127

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Unrealized loss on marketable securities	$ 190,525	$ (4,275,647)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Stock-based compensation expense	242,660	252,847
Capital in lieu of executive compensation	0	127,516
Change in fair value of convertible debt	(5,424,251)	1,769,000
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses, deposits and other assets	(1,549,061)	111,496
Accounts payable	382,675	57,347
Deferred grant revenue	547,051	0
Net cash used in operating activities	(4,911,393)	(1,880,229)
Net assets assumed in connection with reverse recapitalization	11,887,757	0
Proceeds from sale of common stock	810,000	0
Payment of reverse recapitalization costs	(1,455,268)	0
Net cash provided by financing activities	11,242,489	0
Net increase (decrease) in cash and cash equivalents	6,331,096	(1,880,229)
Cash and cash equivalents at beginning of period	4,093,579	6,666,338
Cash and cash equivalents at end of period	10,424,675	4,786,109
Noncash Investing and Financing Items [Abstract]
Conversion of preferred stock to common stock	24,287,211
Merger cost in accounts payable and accrued expenses	93,375
Conversion of Debt into Common Stock [Member]
Noncash Investing and Financing Items [Abstract]
Conversion of Convertible Notes	$ 6,989,749	$ 0

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred Stock, Shares Authorized (in shares)	30,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized (in shares)	1,000,000,000	1,000,000,000
Common Stock, Shares, Outstanding (in shares)	5,674,354	518,140
Common Stock, Shares, Issued (in shares)	5,674,354
Series Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized (in shares)		30,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0
Series A-1 Preferred Stock [Member]
Temporary Equity, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized (in shares)	1,960,600	1,960,600
Temporary Equity, Shares Issued (in shares)	0	1,960,600
Temporary Equity, Shares Outstanding (in shares)	0	1,960,600
Series A-2 Preferred Stock [Member]
Temporary Equity, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized (in shares)	335,711	335,711
Temporary Equity, Shares Issued (in shares)	0	335,711
Temporary Equity, Shares Outstanding (in shares)	0	335,711
Series B Preferred Stock [Member]
Temporary Equity, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized (in shares)	1,034,890	1,034,890
Temporary Equity, Shares Issued (in shares)	0	1,034,890
Temporary Equity, Shares Outstanding (in shares)	0	1,034,890

Note 13 - Restatement of Preciously Issued (Unaudited) Interim Financial Statements

9 Months Ended

Sep. 30, 2023

Error Correction [Text Block]

13. Restatement of Previously Issued (Unaudited) Interim Financial Statements

While undergoing a review of its unaudited condensed consolidated interim financial statements as of September 30, 2023, the Company determined it had incorrectly expensed costs directly associated with the Merger during various periods in 2023. Fees such as accounting and legal related to the Merger should have been capitalized and net against proceeds of the Merger. This impacted previously reported amounts for deferred offering costs and general and administrative expense, among other line items in the unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2023 and as of and for the six months ended June 30, 2023.

The following tables set forth the effects of the error corrections on affected items within the Company’s previously reported unaudited interim condensed consolidated balance sheet as of the periods indicated had the adjustments been made in the corresponding quarter:

	June 30, 2023
	As reported			Adjusted		As restated
Deferred offering costs	$	-		$	1,059,768	$	1,059,768
Accumulated deficit	$	(55,288,521	)	$	1,059,768	$	(54,228,753	)
Total assets	$	2,304,448		$	1,059,768	$	3,364,216
Total liabilities, convertible preferred stock and stockholder’s deficit	$	2,304,448		$	1,059,768	$	3,364,216
Total stockholders’ deficit	$	(36,171,172	)	$	1,059,768	$	(35,111,404	)

	March 31, 2023
	As reported			Adjusted		As restated
Deferred offering costs	$	-		$	638,018	$	638,018
Accumulated deficit	$	(53,441,270	)	$	638,018	$	(52,803,252	)
Total assets	$	3,305,477		$	638,018	$	3,943,495
Total liabilities, convertible preferred stock and stockholder’s deficit	$	3,305,477		$	638,018	$	3,943,495
Total stockholders’ deficit	$	(34,386,173	)	$	638,018	$	(33,748,155	)

The following tables set forth the effects of the error corrections on affected items within the Company’s previously reported unaudited interim condensed statements of operations for the periods indicated had the adjustments been made in the corresponding quarters:

	Six Months Ended June 30, 2023
	As reported			Adjusted			As restated
General and administrative expense	$	3,053,234		$	(1,059,768	)	$	1,993,466
Total operating expenses	$	6,844,896		$	(1,059,768	)	$	5,785,128
Loss from operations	$	(3,717,084	)	$	1,059,768		$	(2,657,316	)
Net loss	$	(3,019,605	)	$	1,059,768		$	(1,959,837	)
Net loss per share of common stock, basic and diluted	$	(0.67	)	$	0.23		$	(0.44	)

	Three Months Ended March 31, 2023
	As reported			Adjusted			As restated
General and administrative expense	$	1,638,931		$	(638,018	)	$	1,000,913
Total operating expenses	$	3,472,205		$	(638,018	)	$	2,834,187
Loss from operations	$	(2,064,337	)	$	638,018		$	(1,426,319	)
Net loss	$	(1,172,354	)	$	638,018		$	(534,336	)
Net loss per share of common stock, basic and diluted	$	(0.26	)	$	0.14		$	(0.12	)

Note 9 - Convertible Notes

9 Months Ended

Sep. 30, 2023

Long-Term Debt [Text Block]

9. Convertible Notes

In December 2020, EIP issued the 2020 Notes to predominantly related party investors for proceeds of $5.1 million. In December 2021, EIP issued the 2021 Notes to predominantly related party investors for proceeds of $6.0 million. Upon issuance, the Company elected the fair value option for the Convertible Notes in accordance with ASC 825, “Financial Instruments,” pursuant to which the entire instrument, including interest expense, is measured at fair value with the initial change in fair value deemed to be a capital contribution and any subsequent changes in fair value being recorded to other income (expense). The fair value adjustments recognized in other income (expense) were $4.8 million and $0 million for the three months ended September 30, 2023 and 2022, respectively. The fair value adjustments recognized in other income (expense) were $5.4 million and $(1.8) million for the nine months ended September 30, 2023 and 2022, respectively.

In June 2023, EIP entered into the 2023 Notes Amendment which amended the conversion price of the Convertible Notes to $1.47 per share of EIP Common Stock upon effectiveness of the Merger with the Company or a 30% conversion discount upon the occurrence of any other reverse merger. Further, the amendment provided that if the Merger with the Company resulted in a holder of these notes beneficially owning more than 9.99% of the outstanding voting stock of the Company, then, the holder of these notes shall be granted pre-funded warrants in lieu of the Company’s common stock for the conversion of any principal and accrued but unpaid interest in excess of such threshold. The exercise price of one share of the Company’s common stock under this pre-funded warrant is equal to $0.001 (Note 11).

The 2023 Notes Amendment qualified as a modification in accordance with FASB ASC 470 Debt, since there were no concessions granted and no substantive change to the fair value of the conversion option before and after the 2023 Amendment. There was no financial statement impact as a result of the 2023 Amendment other than the change in fair value of the Convertible Notes during the nine months ended September 30, 2023 and debt issuance costs of approximately $50,000 that was recorded to general and administrative expenses.

As a result of the Merger (Note 4), pursuant to the terms thereof, the Convertible Notes converted into shares of EIP Common Stock which were subsequently converted into the right to exchange such shares for 897,272 shares of the Company’s common stock and, in certain cases, pre-funded warrants to purchase the Company’s common stock. Accordingly, the convertible notes were adjusted to fair value prior to conversion by multiplying the trading price of the Company’s common stock at the date of the Effective Time and the 795,905 common shares and 101,367 pre-funded warrants issued upon conversion. The Company recorded a gain on the fair value adjustment of the Convertible Notes of $4.8 million and $5.4 million for the three and nine months ended September 30, 2023 and recorded $7.0 million to additional paid in capital for the issuance of common stock upon settlement of the Convertible Notes.

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 10,424,675	$ 4,093,579
Prepaid expenses and other current assets	1,418,745	64,127
Total current assets	11,843,420	4,157,706
Other assets	194,443	0
Total assets	12,037,863	4,157,706
Liabilities, Current [Abstract]
Accounts payable	533,790	97,302
Deferred grant revenue	547,051	0
Accrued expenses and other current liabilities	1,382,822	644,252
Convertible Notes	0	12,414,000
Total liabilities	2,463,663	13,155,554
Commitments and Contingencies
Convertible preferred stock:
Convertible preferred stock	0	24,287,211
Equity, Attributable to Parent [Abstract]
Common stock, $0.001 par value: 1,000,000,000 shares authorized, 5,674,354 and 518,140 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	5,674	518
Additional paid-in capital	61,646,917	18,983,339
Accumulated deficit	(52,078,391)	(52,268,916)
Total stockholders' equity (deficit)	9,574,200	(33,285,059)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	12,037,863	4,157,706
Series Preferred Stock [Member]
Convertible preferred stock:
Convertible preferred stock	0	0
Series A-1 Preferred Stock [Member]
Convertible preferred stock:
Convertible preferred stock	0	246,849
Series A-2 Preferred Stock [Member]
Convertible preferred stock:
Convertible preferred stock	0	4,173,267
Series B Preferred Stock [Member]
Convertible preferred stock:
Convertible preferred stock	$ 0	$ 19,867,095

Note 13 - Restatement of Previously Issued (Unaudited) Interim Financial Statements - Schedule of Error Corrections (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2023	Dec. 31, 2022
Deferred offering costs		$ 1,059,768		$ 1,059,768			$ 638,018
General and administrative	$ 2,410,124	1,000,913	$ 573,511	1,993,466	$ 4,403,590	$ 1,580,927
Accumulated deficit	(52,078,391)	(54,228,753)		(54,228,753)	(52,078,391)		(52,803,252)	$ (52,268,916)
Total operating expenses	4,201,611	2,834,187	904,054	5,785,128	9,986,739	2,536,711
Total assets	12,037,863	3,364,216		3,364,216	12,037,863		3,943,495	4,157,706
Loss from operations	(2,675,129)	(1,426,319)	(904,054)	(2,657,316)	(5,332,445)	(2,536,711)
Total liabilities, convertible preferred stock and stockholder’s deficit	12,037,863	3,364,216		3,364,216	12,037,863		3,943,495	4,157,706
Net income	2,150,362	(534,336)	$ (882,623)	(1,959,837)	190,525	$ (4,275,647)
Total stockholders’ deficit	$ 9,574,200	$ (35,111,404)		$ (35,111,404)	$ 9,574,200		(33,748,155)	$ (33,285,059)
Net income (loss) per share of common stock - basic (in dollars per share)	$ 0.65	$ (0.12)	$ (1.70)	$ (0.44)	$ 0.13	$ (8.25)
Previously Reported [Member]
Deferred offering costs		$ 0		$ 0			0
General and administrative		1,638,931		3,053,234
Accumulated deficit		(55,288,521)		(55,288,521)			(53,441,270)
Total operating expenses		3,472,205		6,844,896
Total assets		2,304,448		2,304,448			3,305,477
Loss from operations		(2,064,337)		(3,717,084)
Total liabilities, convertible preferred stock and stockholder’s deficit		2,304,448		2,304,448			3,305,477
Net income		(1,172,354)		(3,019,605)
Total stockholders’ deficit		$ (36,171,172)		$ (36,171,172)			(34,386,173)
Net income (loss) per share of common stock - basic (in dollars per share)		$ (0.26)		$ (0.67)
Revision of Prior Period, Error Correction, Adjustment [Member]
Deferred offering costs		$ 1,059,768		$ 1,059,768			638,018
General and administrative		(638,018)		(1,059,768)
Accumulated deficit		1,059,768		1,059,768			638,018
Total operating expenses		(638,018)		(1,059,768)
Total assets		1,059,768		1,059,768			638,018
Loss from operations		638,018		1,059,768
Total liabilities, convertible preferred stock and stockholder’s deficit		1,059,768		1,059,768			638,018
Net income		638,018		1,059,768
Total stockholders’ deficit		$ 1,059,768		$ 1,059,768			$ 638,018
Net income (loss) per share of common stock - basic (in dollars per share)		$ 0.14		$ 0.23

Note 12 - Stock-based Compensation (Details Textual) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	0	0
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 1
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 3 months 18 days
Equity Incentive Plan 2015 [Member]
Percentage of Total Shares Eligible for Plan Reserve, On an Annual Basis	4.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	614
The 2018 Employee, Director and Consultant Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	0
The 2018 Employee, Director and Consultant Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period	4 years
The 2018 Employee, Director and Consultant Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period	1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	25.00%

Note 6 - Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2023

Prepaid Expenses and Other Current Assets [Text Block]

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	September 30,		December 31,
	2023		2022
Prepaid clinical expenses	$	670,851	$	-
Insurance		604,275		9,937
Rent		-		2,455
Other		143,619		51,735
Total	$	1,418,745	$	64,127

Note 3 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Significant Accounting Policies [Text Block]

3. Summary of Significant Accounting Policies

Basis of presentation

The unaudited condensed consolidated interim financial statements have been prepared in conformity with US GAAP as defined by the FASB.

Unaudited condensed consolidated interim financial statements

The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company in accordance with US GAAP for interim information and pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in unaudited condensed consolidated interim financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2022, which begin on page F-30 of the Difffusions Amended Registration Statement on Form S-4 as filed with the SEC on July 11, 2023.

The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the financial information for the interim periods. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

Consolidation

The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of unaudited condensed consolidated interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, grant revenue, expenses, and related disclosures. On an ongoing basis, the Company’s management evaluates its estimates, including estimates related to money market accounts, clinical trial accruals, stock-based compensation expense, grant revenue, Convertible Notes, and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ significantly from those estimates or assumptions.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains its cash and cash equivalent balances with financial institutions that management believes are creditworthy. The Company has no financial instruments with off-balance-sheet risk of loss. The Company has not experienced any losses in such accounts.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash and cash equivalents. Cash equivalents, which consist of amounts invested in money market funds, are stated at fair value. There are no unrealized gains or losses on the money market funds for the period ended September 30, 2023.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, accounts payable, previously outstanding convertible notes and accrued liabilities. The Company’s cash, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. The Company determined the fair value of the convertible notes as described in Note 8. In connection with the consummation of the Merger (Note 4) on August 16, 2023, the convertible notes were converted into EIP common stock which was subsequently converted into the right to exchange such shares of EIP common stock for shares of the Company’s common stock.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

The following table presents the Company’s assets that are measured at fair value on a recurring basis:

	September 30, 2023
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	10,424,675	$	-	$	-
Total assets measured at fair value	$	10,424,675	$	-	$	-

	December 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	4,093,579	$	-	$	-
Total assets measured at fair value	$	4,093,579	$	-	$	-

Liabilities
Convertible Notes	$	-	$	-	$	12,414,000
Total liabilities measured at fair value	$	-	$	-	$	12,414,000

The following table presents a roll-forward of the fair value of the Convertible Notes (Note 9) for which fair value is determined by Level 3 inputs:

	Nine Months Ended
	September 30, 2023			September 30, 2022
Beginning balance	$	12,414,000		$	10,025,000
Fair value adjustment		(5,424,251	)		2,389,000
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

	Three Months Ended
	September 30, 2023			September 30, 2022
Beginning balance	$	11,768,000		$	12,414,000
Fair value adjustment		(4,778,251	)		-
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

Valuation techniques used to measure fair value maximize the use of relevant observable inputs and minimize the use of unobservable inputs (Note 9). The Company’s convertible notes are classified within Level 3 of the fair value hierarchy because the fair value measurement is based, in part, on significant inputs not observed in the market.

There were no transfers among Level 1, Level 2 or Level 3 categories in the nine months ended September 30, 2023 or in the year ended December 31, 2022.

The fair value of the 2020 Notes and the 2021 Notes, and collectively the Convertible Notes (Note 9) as of December 31, 2022 were estimated as the combination of a zero-coupon bond and a call option. The combined values for each of the 2020 Notes and the 2021 Notes as of December 31, 2022 were then weighted by the probability of completing a financing or reverse merger. This approach resulted in the classification of the 2020 Notes and the 2021 Notes as of December 31, 2022 as Level 3 of the fair value hierarchy. The assumptions utilized to value the 2020 Notes and the 2021 Notes as of December 31, 2022 were an estimated term of 0.94 years, volatility of 80.0% and a market yield of 55.2%. The measurement of fair value incorporates expected future cash flows associated with interest payments; as such, there is no separate accrual for interest accrued but not yet paid.

Leases

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which establishes a ROU model. That requires a lessee to recognize an ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the Statement of Operations as well as the reduction of the ROU asset. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply (i) the practical expedient, which allows us to not separate lease and non-lease components, for new leases and (ii) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The Company has elected to combine lease and non-lease components as a single component. Operating leases will be recognized on the unaudited interim condensed consolidated balance sheet as ROU assets, lease liabilities current and lease liabilities non-current. Fixed rent payments are included in the calculation of the lease balances, while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis.

Research and Development

Research and development costs are expensed as incurred and consist primarily of new product development. Research and development costs include salaries and benefits, consultants’ fees, process development costs and stock-based compensation, as well as fees paid to third parties that conduct certain research and development activities on the Company’s behalf.

A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers. The Company records accrued expenses for estimated preclinical study and clinical trial expenses. Estimates are based on the services performed pursuant to contracts with research institutions, contract research organizations in connection with clinical studies, investigative sites in connection with clinical studies, vendors in connection with preclinical development activities, and contract manufacturing organizations in connection with the production of materials for clinical trials. Further, the Company accrues expenses related to clinical trials based on the level of subject enrollment and activity according to the related agreement. The Company monitors subject enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development.

If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. To date, the Company has not experienced significant changes in its estimates of preclinical studies and clinical trial accruals.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the unaudited interim condensed consolidated statement of operations.

Stock-based Compensation

Stock-based compensation for employee and non-employee awards is measured on the grant date based on the fair value of the award and recognized on a straight-line basis over the requisite service period. The fair value of stock options to purchase common stock are measured using the Black-Scholes option pricing model. The Company accounts for forfeitures as they occur.

The fair value of stock options is determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management.

Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding. The Company uses the “simplified method” to estimate the expected term of stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the Company stock options, taking into consideration multiple vesting tranches. The Company utilizes this method due to lack of historical data and the plain-vanilla nature of the Company’s stock-based awards.

Expected Volatility—The Company has limited information on the volatility of its common stock as the shares were not actively traded on any public markets until recently. The expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry. These companies are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the and stock options expected term.

Expected Dividend Rate—The expected dividend is zero as the Company has not paid, nor does it anticipate paying, any dividends on its stock options in the foreseeable future.

Revenue Recognition

The Company generates revenue from government contracts that reimburse the Company for certain allowable costs for funded projects.

The Company recognizes funding received as grant revenue for the Company’s grant from the NIA, rather than as a reduction of research and development expenses, because the Company is the principal in conducting the research and development activities and these contracts are central to its ongoing operations. Revenue is recognized as the qualifying expenses related to the contracts are incurred. Revenue recognized upon incurring qualifying expenses in advance of receipt of funding is recorded in the Company’s unaudited interim condensed consolidated balance sheet as accounts receivable. Amounts received in advance of services rendered are recorded as deferred grant revenue. The related costs incurred by the Company are included in research and development expense in the Company’s unaudited interim condensed consolidated statements of operations.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated interim financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to recover or settle. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income for the period that includes the enactment date.

The deferred tax assets are recognized to the extent the Company believes that these assets are more likely than not to be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the net deferred tax assets have been fully offset by a valuation allowance.

The Company records uncertain tax positions using a two-step process. First, the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position. Second, for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits on the interest expense line and other expense line, respectively, in the accompanying statements of operations. Accrued interest and penalties are included on the related liability lines in the unaudited interim condensed consolidated balance sheet.

Net Income (loss) per share

Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted net income (loss) per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, Convertible Notes (inclusive of change in fair value of Convertible Notes), stock options, and warrants, which would result in the issuance of incremental shares of common stock. For diluted net loss per share in periods where the Company has a net loss, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation. For the three and nine months ended September 30, 2023, the Company was in a net income position and calculated the diluted net income per share by dividing the Company’s net income by the dilutive weighted average number of share outstanding during the periods, determined using the treasury stock method and the average stock price during the period. The pre-funded warrants to purchase common stock issued in connection with the Merger are included in the calculation of basic and diluted net loss per share as the exercise price of $0.001 per share is non-substantive and is virtually assured. The pre-funded warrants are more fully described in Note 11. A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share calculations are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

Numerator:
Net income (loss)	$	2,150,362		$	(882,623	)	$	190,525		$	(4,275,647	)
Change in fair value of convertible notes		(4,778,251	)		-			(5,424,251	)		-
Adjusted net income (loss)	$	(2,627,889	)	$	(882,623	)	$	(5,233,726	)	$	(4,275,647	)
Denominator
Weighted average shares outstanding, basic		3,308,302			518,140			1,458,415			518,140
Weighted average convertible notes before conversion		458,398			-			750,992			-
Weighted average shares outstanding, diluted		3,766,700			518,140			2,209,407			518,140
Net income (loss), basic	$	0.65		$	(1.70	)	$	0.13		$	(8.25	)
Net income (loss), dilutive	$	(0.70	)	$	(1.70	)	$	(2.37	)	$	(8.25	)

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive:

	Three and Nine Months Ended September 30,
	2023		2022

Preferred Series A-1		-		1,960,600
Preferred Series A-2		-		335,711
Preferred Series B		-		1,034,890
Warrants		598,457		43,618
Stock options		329,340		141,831
Total		927,797		3,516,650

Segments

The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a condensed consolidated basis for purposes of allocating resources.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in US GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company elected to early adopt ASU 2020-06 during the year ended December 31, 2022 using the modified retrospective method, which did not have a material impact on the financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), together with a series of subsequently issued related ASUs, has been codified in Topic 326. Topic 326 establishes new requirements for companies to estimate expected credit losses when measuring certain financial assets, including accounts receivables. The new guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted ASU No. 2016-13 on January 1, 2023 which did not have a material impact on the financial statements.

In January 2021, the FASB issued ASU No. 2021-01 “Reference Rate Reform (Topic 848): Scope” (“ASU 2021-01”), which was effective immediately and permits entities to elect certain optional expedients and exceptions when accounting for derivatives and certain hedging relationships affected by changes in interest rates and the transition. Additionally, ASU 2022-06 “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” defers the sunset date of ASC 848 from December 31, 2022 to December 31, 2024. The new guidance is effective for fiscal years beginning after December 31, 2024. The Company does not currently believe that this transition from LIBOR will have a material impact on its financial statements.

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

The unaudited condensed consolidated interim financial statements have been prepared in conformity with US GAAP as defined by the FASB.

Fiscal Period, Policy [Policy Text Block]

Unaudited condensed consolidated interim financial statements

Consolidation, Policy [Policy Text Block]

Consolidation

Use of Estimates, Policy [Policy Text Block]

Use of estimates

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

The following table presents the Company’s assets that are measured at fair value on a recurring basis:

	September 30, 2023
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	10,424,675	$	-	$	-
Total assets measured at fair value	$	10,424,675	$	-	$	-

	December 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents (money market accounts)	$	4,093,579	$	-	$	-
Total assets measured at fair value	$	4,093,579	$	-	$	-

Liabilities
Convertible Notes	$	-	$	-	$	12,414,000
Total liabilities measured at fair value	$	-	$	-	$	12,414,000

The following table presents a roll-forward of the fair value of the Convertible Notes (Note 9) for which fair value is determined by Level 3 inputs:

	Nine Months Ended
	September 30, 2023			September 30, 2022
Beginning balance	$	12,414,000		$	10,025,000
Fair value adjustment		(5,424,251	)		2,389,000
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

	Three Months Ended
	September 30, 2023			September 30, 2022
Beginning balance	$	11,768,000		$	12,414,000
Fair value adjustment		(4,778,251	)		-
Reclassification to additional paid in capital upon conversion		(6,989,749	)		-
Ending balance	$	-		$	12,414,000

There were no transfers among Level 1, Level 2 or Level 3 categories in the nine months ended September 30, 2023 or in the year ended December 31, 2022.

Lessee, Leases [Policy Text Block]

Leases

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Legal Costs, Policy [Policy Text Block]

Patent Costs

Share-Based Payment Arrangement [Policy Text Block]

Stock-based Compensation

Expected Dividend Rate—The expected dividend is zero as the Company has not paid, nor does it anticipate paying, any dividends on its stock options in the foreseeable future.

Revenue [Policy Text Block]

Revenue Recognition

The Company generates revenue from government contracts that reimburse the Company for certain allowable costs for funded projects.

Income Tax, Policy [Policy Text Block]

Income Taxes

Earnings Per Share, Policy [Policy Text Block]

Net Income (loss) per share

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

Numerator:
Net income (loss)	$	2,150,362		$	(882,623	)	$	190,525		$	(4,275,647	)
Change in fair value of convertible notes		(4,778,251	)		-			(5,424,251	)		-
Adjusted net income (loss)	$	(2,627,889	)	$	(882,623	)	$	(5,233,726	)	$	(4,275,647	)
Denominator
Weighted average shares outstanding, basic		3,308,302			518,140			1,458,415			518,140
Weighted average convertible notes before conversion		458,398			-			750,992			-
Weighted average shares outstanding, diluted		3,766,700			518,140			2,209,407			518,140
Net income (loss), basic	$	0.65		$	(1.70	)	$	0.13		$	(8.25	)
Net income (loss), dilutive	$	(0.70	)	$	(1.70	)	$	(2.37	)	$	(8.25	)

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive:

	Three and Nine Months Ended September 30,
	2023		2022

Preferred Series A-1		-		1,960,600
Preferred Series A-2		-		335,711
Preferred Series B		-		1,034,890
Warrants		598,457		43,618
Stock options		329,340		141,831
Total		927,797		3,516,650

Segment Reporting, Policy [Policy Text Block]

Segments

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued But Not Yet Adopted Accounting Pronouncements

Note 11 - Stockholders' Equity and Common Stock Warrants (Details Textual) - USD ($)		1 Months Ended	9 Months Ended
	Aug. 16, 2023	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Class of Warrant or Right, Outstanding			598,457
Stock Issued During Period, Shares, Acquisitions			1,360,244
Stock Issued During Period, Shares, New Issues		63,422
Shares Issued, Price Per Share		$ 12.78
Proceeds from Issuance of Common Stock		$ 800,000	$ 810,000	$ 0
Pre-funded Warrants [Member]
Class of Warrant or Right, Outstanding	394,628
Conversion of Preferred Stock into Common Stock [Member]
Conversion of Stock, Shares Converted			3,331,201
Conversion of Stock, Shares Issued			2,936,566
Conversion of Debt into Common Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued	795,905		795,905
Debt Conversion, Converted Instrument, Warrants or Options Issued	101,367		101,367

Note 12 - Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share based compensation expense	$ 109,168	$ 82,384	$ 242,660	$ 252,847
Research and Development Expense [Member]
Share based compensation expense	30,737	41,546	101,885	134,559
General and Administrative Expense [Member]
Share based compensation expense	$ 78,431	$ 40,838	$ 140,775	$ 118,288

Note 1 - The Company and Description of Business

9 Months Ended

Sep. 30, 2023

Nature of Operations [Text Block]

1. The Company and Description of Business

The Company, a corporation organized under the laws of the state of Delaware and headquartered in Boston, Massachusetts, is a clinical-stage biotechnology company developing treatments for degenerative diseases of the brain. The Company is currently developing its product candidate neflamapimod, an investigational orally administered small molecule brain penetrant that inhibits p38α. Neflamapimod has the potential to treat synaptic dysfunction, the reversible aspect of the underlying neurodegenerative processes that cause disease in DLB and certain other major neurological disorders, and is currently being evaluated in a Phase 2b study in patients with DLB.

On March 30, 2023, the Company, Merger Sub, and EIP entered into the Merger Agreement (Note 4), pursuant to which, at the Effective Time, Merger Sub merged with and into EIP, with EIP surviving the Merger as a wholly-owned subsidiary of the Company. In connection with the Merger, on August 16, 2023, the Company changed its corporate name from “Diffusion Pharmaceuticals Inc.” to “CervoMed Inc.”

On August 16, 2023, Diffusion approved a one-for-1.5 reverse stock split which was consummated for historical Diffusion shares in connection with the Merger. In addition, upon consummation of the Merger, all historical EIP shares were adjusted using an exchange ratio of .1151. All information in the accompanying unaudited condensed consolidated interim financial statements and notes thereto regarding share amounts of common stock, price per share of common stock and the conversion factor for preferred stock into common stock have been adjusted to reflect the application of the reverse stock split and the exchange ratio on a retroactive basis.

All shares of EIP common stock outstanding immediately prior to the Effective Time, after giving effect to the conversion of EIP preferred stock and the Convertible Notes (and excluding shares held as treasury stock by EIP, shares held or owned by the Company and any dissenting shares), converted into the right to receive, in the aggregate, 4,314,033 shares of the Company’s common stock and prefunded warrants to purchase 495,995, based on an exchange ratio of 0.1151.

Note 3 - Summary of Significant Accounting Policies (Details Textual)	9 Months Ended
	Sep. 30, 2023 $ / shares	Jun. 30, 2023 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Prefunded Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.001	$ 0.001
Convertible Debt [Member] \| Measurement Input, Expected Term [Member]
Debt Instrument, Measurement Input	0.94
Convertible Debt [Member] \| Measurement Input, Price Volatility [Member]
Debt Instrument, Measurement Input	0.800
Convertible Debt [Member] \| Measurement Input, Cost to Sell [Member]
Debt Instrument, Measurement Input	0.552

Note 14 - Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Text Block]

14. Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the condensed consolidated interim financial statements.

Note 5 - Significant Agreements and Contracts (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2014	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Research and Development Expense		$ 1,791,487	$ 330,543	$ 5,583,149	$ 955,784
Government Assistance, Amount, Cumulative									$ 21,000,000.0
Revenues		1,526,482	$ 0	4,654,294	$ 0
Deferred Revenue, Current		547,051		547,051						$ 0
Vertex Option and License Agreement [Member]
Research and Development Expense	$ 100,000
Contractual Obligation		117,000,000.0		117,000,000.0
Payments for License Agreement	$ 100,000
National Institute of Aging Grant [Member]
Government Assistance, Amount, Cumulative									$ 21,000,000.0
Revenues		1,600,000		4,700,000
Proceeds From Grants				5,200,000
Grant Funding Remaining		15,800,000		15,800,000
Deferred Revenue, Current		$ 500,000		$ 500,000
National Institute of Aging Grant [Member] \| Forecast [Member]
Government Assistance, Amount						$ 6,200,000	$ 8,100,000	$ 6,700,000

Note 4 - Merger (Details Textual) - shares	Sep. 30, 2023	Aug. 16, 2023	Dec. 31, 2022
Common Stock, Shares, Outstanding	5,674,354	5,674,277	518,140
Merger Agreement [Member]
Business Acquisition, Percentage Stock Owned by Legacy Holders		76.00%

Note 3 - Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Net income	$ 2,150,362	$ (534,336)	$ (882,623)	$ (1,959,837)	$ 190,525	$ (4,275,647)
Change in fair value of convertible notes	4,778,251		(0)		5,424,251	(0)
Adjusted net income (loss)	$ (2,627,889)		$ (882,623)		$ (5,233,726)	$ (4,275,647)
Weighted average shares outstanding, basic (in shares)	3,308,302		518,140		1,458,415	518,140
Weighted average dilutive stock options (in shares)	458,398		0		750,992	0
Weighted average shares outstanding, diluted (in shares)	3,766,700		518,140		2,209,407	518,140
Net income (loss), basic (in dollars per share)	$ 0.65	$ (0.12)	$ (1.70)	$ (0.44)	$ 0.13	$ (8.25)
Net income (loss), dilutive (in dollars per share)	$ (0.70)		$ (1.70)		$ (2.37)	$ (8.25)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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