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Form SCHEDULE 13D/A CervoMed Inc. Filed by: BOGER JOSHUA S

June 15, 2026 5:38 PM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The Reporting Person (together with his affiliates and other attribution parties) holds (i) 216,817 shares of common stock, par value $0.001 per share ("Common Stock"), of CervoMed Inc. (the "Issuer") owned directly by the Reporting Person, (ii) 1,600,117 shares of Common Stock held by The Joshua S. Boger 2021 Trust DTD 12/09/2021 (the "JSB 2021 Trust"), of which the Reporting Person is the sole trustee, (iii) 195,748 shares of Common Stock held by The Amy S. Boger 2021 Trust, of which the Reporting Person is the sole trustee, (iv) 955,414 shares of Common Stock underlying Series B Warrants (as defined in Item 3 below) held by the JSB 2021 Trust, (v) 955,414 shares of Common Stock underlying Series C Warrants (as defined in Item 3 below) held by the JSB 2021 Trust, and (vi) 32,000 shares of Common Stock underlying stock options granted to the Reporting Person for service on the Issuer's board of directors. The Series B Warrants and the Series C Warrants each contain a provision (the "Maximum Ownership Limitation") which precludes exercise of the applicable Warrants to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 19.99% of the Common Stock outstanding. Accordingly, the securities reported as beneficially owned by the Reporting Person consist of (i) 2,012,682 shares of Common Stock, (ii) 23,541 shares of Common Stock underlying options exercisable within 60 days of June 11, 2026, and (ii) an aggregate of 167,920 shares of Common Stock that may be acquired upon the exercise of Series B Warrants and/or Series C Warrants, as limited by the Maximum Ownership Limitation. The Reporting Person is currently prohibited from exercising the Series B Warrants and/or Series C Warrants to the extent that such exercise would result in its beneficial ownership of more than 2,204,143 shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities held by the ASB 2021 Trust and the JSB 2021 Trust, except as to his pecuniary interest therein (if any), and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 13 or for any other purpose. (2) Percentage ownership is based on an aggregate of 11,026,233 shares of Common Stock outstanding based on (i) 9,258,719 shares of Common Stock as of May 6, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2026, and (ii) 1,767,514 shares of Common Stock issued in the Issuer's private placement completed June 11, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on June 10, 2026.


SCHEDULE 13D


BOGER JOSHUA S
Signature:/s/ William R. Elder
Name/Title:William R. Elder, Attorney-in-Fact for the Reporting Person
Date:06/15/2026

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