Jeffrey V. Poulton Form 3 CervoMed / Jeffrey V. Poulton ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Poulton Jeffrey V.

(Last) (First) (Middle)

C/O CERVOMED INC.

20 PARK PLAZA, SUITE 424

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/16/2023

3. Issuer Name and Ticker or Trading Symbol
CervoMed Inc. [ CRVO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(1)	(2)	05/29/2028	Common Stock	6,906(2)	19.81	D
Stock Option (Right to Buy)(1)	(3)	12/16/2029	Common Stock	3,453(3)	26.06	D
Stock Option (Right to Buy)(1)	(4)	03/12/2031	Common Stock	2,302(4)	34.84	D
Stock Option (Right to Buy)(1)	(5)	03/10/2032	Common Stock	2,302(5)	19.46	D

Explanation of Responses:

1. Shares of common stock of the corporation then known as EIP Pharma, Inc. ("EIP") were converted (after giving effect to the conversion of each share of EIP's preferred stock and EIP's convertible promissory notes into EIP's common stock) into shares of the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of March 30, 2023, by and among the EIP, Dawn Merger Sub, Inc. and the Issuer (formerly known as Diffusion Pharmaceuticals, Inc.) (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of EIP common stock was exchanged for 0.1151 shares of the Issuer's common stock, after giving effect to a reverse split of the Issuer's common stock of 1-for-1.5.

2. Represents 6,906 stock options granted under the Issuer's 2018 Equity Incentive Plan (the "Plan"). The stock options vest in equal monthly installments over thirty-six (36) months thereafter.

3. Represents 3,453 stock options granted under the Plan. Twenty-five percent (25%) of the stock options vest on the one-year anniversary of December 16, 2019 with the remaining options vesting in equal monthly installments over thirty-six (36) months thereafter.

4. Represents 2,302 stock options granted under the Plan. Twenty-five percent (25%) of the stock options vest on the one-year anniversary of March 12, 2021 with the remaining options vesting in equal monthly installments over thirty-six (36) months thereafter.

5. Represents 2,302 stock options granted under the Plan. Twenty-five percent (25%) of the stock options vest on the one-year anniversary of March 10, 2022 with the remaining options vesting in equal monthly installments over thirty-six (36) months thereafter.

	/s/ John Alam, M.D., Attorney-in-Fact for Jeffrey V. Poulton	08/23/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.