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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
January 31, 2025
Date of Report (Date of earliest event reported)

CervoMed Inc.
(Exact name of registrant as specified in its charter)

Delaware |  | 001-37942 |  | 30-0645032
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

20 Park Plaza, Suite 424 Boston, Massachusetts |  | 02116
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (617) 744-4400
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.001 par value |  | CRVO |  | NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐

Item 7.01 | Regulation FD Disclosure

Press Release
On January 31, 2025, CervoMed Inc. (the “Company”) issued a press release providing an update on its neflamapimod development program in dementia with Lewy bodies in connection with the Company’s oral presentation at the 8th International Lewy Body Dementia Conference (ILDBC). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Presentation
Certain information concerning the business, clinical studies, development plans, financial position and related matters of the Company is being made available on its website, www.cervomed.com, under the heading, “Investors – Events and Presentations” and a copy of which is attached as Exhibit 99.2 hereto. Representatives of the Company may use this presentation, in whole or in part, and possibly with non-material modifications, periodically in connection with conferences, meetings, and presentations to investors, analysts and others, including a presentation of the information contained therein at the ILDBC on January 31, 2025.
The information contained in the presentation is summary information that is intended to be considered in the context of the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”) and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in the presentation except as required by applicable law, although the Company may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or through other public disclosure. The Company makes no admission or representation as to the materiality of any information in the presentation or otherwise contained in Item 7.01 of this Current Report on Form 8-K.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 | Other Events

The information set forth in the first and second paragraphs of the Company’s press release referred to in Item 7.01 above is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.

Item 9.01 | Financial Statements and Exhibits

(d) Exhibits
The following exhibits relating to Item 7.01 are furnished and not filed:

Exhibit No. | Description
99.1 | Press Release, issued January 31, 2025.
99.2 | Presentation of CervoMed Inc., dated January 31, 2025.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 31, 2025 | CervoMed Inc. |
| By: | /s/ William Elder |
| Name: | William Elder |
| Title: | Chief Financial Officer & General Counsel |