8-K
filed August 17, 2023, 7:59 PM ET
ticker CRVO
CIK 0001053691
M&A
confidence high
sentiment neutral
materiality 0.75
CervoMed Inc. (CRVO): M&A transaction — CervoMed (fka Diffusion) completes reverse merger with EIP Pharma, begins trading under CRVO
CervoMed Inc.
- Merger closed August 16, 2023; EIP Pharma becomes wholly owned sub; 5.67M shares issued to former EIP holders.
- EIP equityholders own ~77.95% of combined company; Diffusion holders ~22.05% on fully-diluted basis.
- Company renamed CervoMed Inc.; common stock trades on Nasdaq under CRVO (post 1-for-1.5 reverse split).
- New CEO John Alam (previously EIP CEO); CFO William Tanner; board includes 5 EIP designees.
- Company now a DLB-focused biopharma; lead candidate neflamapimod in Phase 2b; auditor changed to RSM.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Alam, M.D. was appointed as Chief Executive Officer at CervoMed Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
John Alam, MD has served as the President and Chief Executive Officer of the Company since August 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Levin resigned as Director at CervoMed Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Alan Levin, Robert Adams, J.D., Mark T. Giles, J.D. and Diana Lanchoney, M.D. resigned from Diffusion’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Diana Lanchoney, M.D. resigned as Director at CervoMed Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Alan Levin, Robert Adams, J.D., Mark T. Giles, J.D. and Diana Lanchoney, M.D. resigned from Diffusion’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Poulton was appointed as Director at CervoMed Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, each of (i) John Alam, M.D., Sylvie Grégoire, PharmD., Jeff Poulton, Marwan Sabbagh, M.D., and Frank Zavrl were appointed to the board of directors of the Company as designees of EIP
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert J. Cobuzzi Jr., Ph.D. was appointed as Chief Operating Officer at CervoMed Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
Robert J. Cobuzzi Jr., Ph.D., the Company’s Chief Executive Officer, resigned as the Company’s Chief Executive Officer and as a director of the Company, in each case, as of the Effective Time and was appointed as Chief Operating Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frank Zavrl was appointed as Director at CervoMed Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, each of (i) John Alam, M.D., Sylvie Grégoire, PharmD., Jeff Poulton, Marwan Sabbagh, M.D., and Frank Zavrl were appointed to the board of directors of the Company as designees of EIP
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark T. Giles, J.D. resigned as Director at CervoMed Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Alan Levin, Robert Adams, J.D., Mark T. Giles, J.D. and Diana Lanchoney, M.D. resigned from Diffusion’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Adams, J.D. resigned as Director at CervoMed Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Alan Levin, Robert Adams, J.D., Mark T. Giles, J.D. and Diana Lanchoney, M.D. resigned from Diffusion’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Tanner, Ph.D. was appointed as Chief Financial Officer at CervoMed Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
William Tanner, Ph.D has served as the Company’s Chief Financial Officer since August 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Elder changed role as General Counsel and Corporate Secretary at CervoMed Inc..
- Action
- stepped down
- Role
- General Counsel and Corporate Secretary
Exact text from the filing
William Elder will step down from his role as Principal Financial Officer and will remain employed by the Company as the General Counsel and Corporate Secretary of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sylvie Grégoire, PharmD. was appointed as Chair of the Board of Directors at CervoMed Inc..
- Action
- appointed
- Role
- Chair of the Board of Directors
Exact text from the filing
Dr. Grégoire was appointed Chair of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marwan Sabbagh, M.D. was appointed as Director at CervoMed Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, each of (i) John Alam, M.D., Sylvie Grégoire, PharmD., Jeff Poulton, Marwan Sabbagh, M.D., and Frank Zavrl were appointed to the board of directors of the Company as designees of EIP
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CervoMed Inc. underwent a change of control involving EIP Pharma, Inc. (closed 2023-08-16).
- Action
- change of control
- Counterparty
- EIP Pharma, Inc.
- Closing
- 2023-08-16
Exact text from the filing
Diffusion, Merger Sub and EIP consummated the transactions contemplated by the Merger Agreement.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CervoMed Inc. shareholders approved To approve a postponement or adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals set forth above at the 2023-08-15 meeting.
- Outcome
- passed
- Meeting
- 2023-08-15
Exact text from the filing
Proposal 3. To approve a postponement or adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals set forth above: 779,597 For 323,300 Against 8,892 Abstain 0 Broker Non-Votes
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CervoMed Inc. shareholders approved To approve an amendment to the certificate of incorporation, as amended, of Diffusion to effect a reverse stock split of Diffusion common stock at a ratio within the range between 1.5-for-1 to 8-for-1 at the 2023-08-15 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-08-15
Exact text from the filing
Proposal 2. To approve an amendment to the certificate of incorporation, as amended, of Diffusion to effect a reverse stock split of Diffusion common stock at a ratio within the range between 1.5-for-1 to 8-for-1: 859,259 For 305,881 Against 7,059 Abstain 0 Broker Non-Votes
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CervoMed Inc. shareholders approved To approve the issuance of shares of Diffusion capital stock pursuant to the Merger, which will represent more than 20% of the shares of Diffusion common stock outstanding immediately prior to the Merger and result in a change of control of Diffusion, pursuant to Nasdaq Listing Rules 5635(a) and 563 at the 2023-08-15 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-08-15
Exact text from the filing
Proposal 1. To approve the issuance of shares of Diffusion capital stock pursuant to the Merger, which will represent more than 20% of the shares of Diffusion common stock outstanding immediately prior to the Merger and result in a change of control of Diffusion, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b): 521,953 For 203,636 Against 6,303 Abstain 440,307 Broker Non-Votes
View on SEC.gov
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