{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-23-024064","form_type":"8-K","ticker":"CRVO","cik":"0001053691","company_name":"CervoMed Inc.","filed_at":"2023-08-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.030630+00:00","generated_at":"2026-06-11T07:21:45.949873+00:00","sec_items":["2.01","3.03","4.01","5.01","5.02","5.03","5.07","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"CervoMed (fka Diffusion) completes reverse merger with EIP Pharma, begins trading under CRVO","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-23-024064","json":"https://secwatch.observer/filing/0001437749-23-024064.json","markdown":"https://secwatch.observer/filing/0001437749-23-024064.md","text":"https://secwatch.observer/filing/0001437749-23-024064.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/dffn20230816_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T07:21:45.949873+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0873f775c8","claim":"John Alam, M.D. was appointed as Chief Executive Officer at CervoMed Inc..","evidence_excerpt":"John Alam, MD has served as the President and Chief Executive Officer of the Company since August 2023.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"4cd4c2a588","claim":"Alan Levin resigned as Director at CervoMed Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5a20519ca7","claim":"Diana Lanchoney, M.D. resigned as Director at CervoMed Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"651139b4f5","claim":"Jeff Poulton was appointed as Director at CervoMed Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"67361ae8fe","claim":"Robert J. Cobuzzi Jr., Ph.D. was appointed as Chief Operating Officer at CervoMed Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"7c08abce9e","claim":"Frank Zavrl was appointed as Director at CervoMed Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"857e5951c4","claim":"Mark T. Giles, J.D. resigned as Director at CervoMed Inc..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a896c80919","claim":"Robert Adams, J.D. resigned as Director at CervoMed Inc..","evidence_excerpt":"each of Alan Levin, Robert Adams, J.D., Mark T. 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(closed 2023-08-16).","evidence_excerpt":"Diffusion, Merger Sub and EIP consummated the transactions contemplated by the Merger Agreement.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"EIP Pharma, Inc."},{"label":"Closing","value":"2023-08-16"}],"fact_type":"ma_transaction"},{"claim_id":"16aed540d54ab1bce309b1c4e8270bf1438a3327","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-08-15"}],"fact_type":"shareholder_vote"},{"claim_id":"3ad158fe059c4adc46820eae3a00a3995398079f","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-08-15"}],"fact_type":"shareholder_vote"},{"claim_id":"f028fc2a40113b52be4402e15f55d0eed2fa1001","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1053691/000143774923024064/0001437749-23-024064-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-08-15"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}