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As filed with the Securities and Exchange Commission on August 9, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________

 

CervoMed Inc.

(Exact name of registrant as specified in its charter)

_________________

 

Delaware				30-0645032
(State or other jurisdiction of incorporation or organization)				(IRS Employer Identification No.)

 

20 Park Plaza, Suite 424

Boston, MA 02116

(617) 744-4400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

CervoMed Inc. 2015 Equity Incentive Plan, as amended

(Full Title of the Plan)

 

John Alam, M.D.

President & Chief Executive Officer

CervoMed Inc.

20 Park Plaza, Suite 424

Boston, MA 02116

(617) 744-4400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

William C. Hicks

Jason S. McCaffrey

Mintz Levin Cohn Ferris Glovsky &

Popeo, P.C.

One Financial Center

Boston, MA 02111

(617) 542-6000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

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EXPLANATORY NOTE

 

This Registration Statement has been filed by CervoMed Inc. (the “Registrant,” “CervoMed,” “we,” “us” or “our”), with the United States Securities and Exchange Commission (the “Commission”) to register 226,981 additional shares of common stock, par value $0.001 per share (“common stock”) to be offered under the Registrant’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), all of which are related to an automatic increase in the number of shares reserved for issuance under the 2015 Plan on January 1, 2024 pursuant to Section 4.1(a) and certain other provisions related thereto.

 

This Registration Statement, relates to securities of the same class as those that were previously registered by the Registrant on the Registrant's registration statements on Form S-8 filed with the Commission on each of August 14, 2015 (Registration No. 333-206408), May 17, 2017 (Registration No. 333-218060), August 10, 2018 (Registration No. 333-226782), August 20, 2019 (Registration No. 333-233381), May 13, 2020 (Registration No. 333-238233), August 12, 2021 (Registration No. 333-258760), August 12, 2022 (Registration No. 333-266827) and September 29, 2023 (Registration No. 333-274785) (collectively, the “Previous Registration Statements”). Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the Previous Registration Statements are hereby incorporated herein by reference.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of the Registrant’s common stock pursuant to the 2015 Plan. The documents containing the information specified in Part I will be delivered to the participants in the 2015 Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

In this registration statement, CervoMed Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”

 

Item 3.         Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

 

(a)

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on March 29, 2024;

 

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended (i) March 31, 2024 filed with the Commission on May 14, 2024 and (ii) June 30, 2024, filed with the Commission on August 9, 2024;

 

(c)

The Registrant’s Current Reports on Form 8-K as filed with the Commission on January 5, 2024, February 2, 2024, February 7, 2024, February 28, 2024, March 18, 2024, March 28, 2024, April 23, 2024, May 20, 2024, June 14, 2024, July 12, 2024 and August 1, 2024; and

 

(d)

The description of the Registrant’s common stock included in the description of securities filed as Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 29, 2024, as such description has been amended, and any amendment or report the Registrant may file with the Commission for the purpose of updating such description.

 

All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

 

Item 4.         Description of Securities.

 

Not applicable.

 

Item 5.         Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.         Indemnification of Directors and Officers.

 

The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred. Article V of the Registrant’s certificate of incorporation, as amended, provides for indemnification of its directors and officers, and Article X of its bylaws, as amended, provides for indemnification of its directors, officers, employees and other agents, to the maximum extent permitted by the DGCL. The Registrant has entered into indemnification agreements with its officers and directors. In addition, the Registrant maintains a policy providing directors’ and officers’ liability insurance.

 

Section 102 of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability:

 

●

for any breach of the director’s duty of loyalty to the corporation or its stockholders;

 

●

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

 

●

for acts related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or

 

●

for any transaction from which the director derived an improper personal benefit.

 

The Registrant’s certificate of incorporation, as amended, and bylaws, as amended, include such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to the Registrant of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

 

Additionally, on August 16, 2023, the Registrant completed its business combination with EIP Pharma, Inc. (“EIP”) in accordance with the terms of the Agreement and Plan of Merger, dated as of March 30, 2023, by and among the Registrant, Dawn Merger Sub, Inc., a wholly owned subsidiary of the Registrant (“Merger Sub”) and EIP (the “Merger Agreement”), pursuant to which Merger Sub merged with and into EIP, with EIP surviving the merger as a wholly owned subsidiary of the Registrant (the “Merger”). Pursuant to the terms of the Merger Agreement, from the effective time of the Merger (the “Effective Time”) through the sixth anniversary of the date on which the Effective Time occurred, the Registrant must indemnify and hold harmless each person was at the Effective Time, or had been at any time prior to the date thereof, or who became prior to the Effective Time, a director or officer of the Registrant or EIP, respectively, against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation to the fullest extent permitted under the DGCL. Each such person is also entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation, provided that such person provides an undertaking required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. From and after the Effective Time, the Registrant is required to maintain directors’ and officers’ liability insurance policies, with an effective date as of the closing date of the Merger, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to the Registrant. In addition, the Registrant was required to purchase, prior to the Effective Time, a six-year prepaid “tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of the Registrant’s then-existing directors’ and officers’ insurance policies with terms, conditions, retentions and limits of liability that are no less favorable than the current directors’ and officers’ liability insurance policies maintained by the Registrant.

 

 

Further, pursuant to the terms of the Merger Agreement, the provisions of the certificate of incorporation, as amended, and bylaws, as amended, of the Registrant with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Registrant shall not be amended, modified or repealed for a period of six years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers and directors of the Registrant, unless such modification is required by applicable law.

 

Item 7.         Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.         Exhibits.

 

Reference is made under this Item 8 to the exhibit list below, included in this Registration Statement.

 

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		Date		Number		Filed Herewith
4.1		Certificate of Incorporation, as amended.		10-K		3/24/23		3.1
4.1		Certificate of Amendment, dated August 16, 2023 to the Certificate of Incorporation, as amended, to implement the Reverse Stock Split.		8-K		8/17/2023		3.3
4.1		Certificate of Amendment, dated August 16, 2023 to the Certificate of Incorporation, as amended, to implement the name change.		8-K		8/17/2023		3.4
4.2		Bylaws, as amended, of CervoMed Inc.		8-K		8/17/2023		3.5
5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.								X
23.1		Consent of RSM US, LLP, independent registered public accounting firm.								X
23.2		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).								X
24.1		Power of Attorney (included on the signature page of this Registration Statement).								X
99.1#		CervoMed Inc. 2015 Equity Incentive Plan.		DEF 14A		6/10/2016		Appendix C
99.2#		Amendment No. 1 to CervoMed Inc. 2015 Equity Incentive Plan.		DEF 14A		6/10/2016		Appendix B
107		Calculation of Filing Fee Table.								X

 

#         Indicates management contract or compensatory plan.

 

 

Item 9.         Undertakings.

 

1.	The Registrant hereby undertakes:

 

(a)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

(b)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

2.           The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

Signatures

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on the 9th day of August, 2024.

 

	CERVOMED INC.
	By:	/s/ John Alam, MD
		John Alam, MD
		President & Chief Executive Officer

 

Power of Attorney

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of John Alam, MD and William Elder as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ John Alam, MD		President, Chief Executive Officer and Director		August 9, 2024
John Alam, MD		(Principal Executive Officer)
/s/ William Elder		Chief Financial Officer and General Counsel		August 9, 2024
William Elder		(Principal Financial Officer and Principal Accounting Officer)
/s/ Joshua S. Boger, Ph.D		Chair of the Board of Directors		August 9, 2024
Joshua S. Boger, Ph.D
/s/ Robert J. Cobuzzi, Ph.D		Director and Chief Operating Officer		August 9, 2024
Robert J. Cobuzzi, Ph.D
/s/ Sylvie Grégoire, PharmD.		Director		August 9, 2024
Sylvie Grégoire, PharmD.
/s/ Jane Hollingsworth, JD		Director		August 9, 2024
Jane Hollingsworth, JD
/s/ Jeff Poulton		Director		August 9, 2024
Jeff Poulton
/s/ Marwan Sabbagh, MD		Director		August 9, 2024
Marwan Sabbagh, MD
/s/ Frank Zavrl		Director		August 9, 2024
Frank Zavrl

 

 

Exhibit 5.1

 

One Financial Center Boston, MA  02111 617 542 6000 mintz.com

 

 

August 9, 2024

 

CervoMed Inc.
20 Park Plaza, Suite 424
Boston, Massachusetts 02216

 

RE:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as legal counsel to CervoMed Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of 226,981 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), that may be issued pursuant to the Company’s 2015 Equity Incentive Plan, as amended (the “Plan”) by operation of the Plan’s evergreen provision. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

In connection with this opinion, we have examined the Company’s Certificate of Incorporation, as amended, and Bylaws, as amended, each as currently in effect; the Plan; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.

 

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan will be validly issued, fully paid and non-assessable.

 

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BOSTON      LOS ANGELES      NEW YORK      SAN DIEGO      SAN FRANCISCO      TORONTO       WASHINGTON

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

 

MINTZ   August 9, 2024 Page 2

 

 

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,   /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.   Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 of CervoMed Inc. of our report dated March 29, 2024, relating to the consolidated financial statements of CervoMed Inc. and its subsidiaries, appearing in the Annual Report to Shareholders, which is incorporated by reference in this Registration Statement on Form S-8 of CervoMed Inc.

 

/s/ RSM US LLP

 

Boston, Massachusetts

August 9, 2024

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

CervoMed Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered

 

Security Type	Security Class Title	Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Maximum Aggregate Offering Price(2)				Fee Rate				Amount of Registration Fee
Equity	Common Stock, par value $0.001 per share	457(c) and 457(h)			203,350 (3	)		$	11.05			$	2,246,922			$	0.00014760			$	331.65
Equity	Common Stock, par value $0.001 per share	457(c) and 457(h)			23,631 (3	)		$	13.94			$	329,298			$	0.00014760			$	48.61
Total Offering Amount												$	2,576,220							$	380.26
Total Fees Previously Paid																					-
Total Fee Offsets																					-
Net Fee Due																				$	380.26

 

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall be deemed to also cover any additional shares of common stock, par value $0.001 per share (the “Common Stock”), of CervoMed, Inc. (the “Registrant”) that becomes issuable with respect to the securities identified in the above table, by reason of any stock splits, stock dividend, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other similar transactions.

 

(2) This calculation is made solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The offering price per share and the aggregate offering price (i) with respect to shares of Common Stock subject to awards outstanding under the 2015 Plan (as defined below), are based on the weighted average exercise price of such awards, and (ii) with respect to shares of Common Stock reserved and available for issuance under the 2015 Plan, on the basis of $13.94, the average of the high and low prices of a share of Common Stock as reported on the Nasdaq Stock Market LLC on August 6, 2024.

 

(3) Represents 226,981 shares of Common Stock of the Registrant available for issuance under the Registrant’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”) by operation of the 2015 Plan’s evergreen provision including (i) 203,350 shares of Common Stock subject to outstanding awards with an average weighted exercise price of $11.05 and (ii) 23,631 shares of Common Stock reserved and available for future issuance.