SEC Form SC 13G filed by CervoMed Inc.

11/14/24 3:09:10 PM ET

Biotechnology: Pharmaceutical Preparations

Health Care

Get the next $CRVO alert in real time by email

SC 13G 1 cervomed13g093024t.txt CRVO 13G THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CervoMed, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 15713L109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person?s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 15713L109 (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): AWM Investment Company, Inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)___ b)___ (3) SEC Use Only (4) Citizenship or Place of Organization: Delaware, United States Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 854,171** (6) Shared Voting Power: 0** (7) Sole Dispositive Power: 854,171** (8) Shared Dispositive Power: 0** (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 854,171** (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): (11) Percent of Class Represented by Amount in Row (9): 9.9%** (12) Type of Reporting Person (See Instructions): IA **AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Life Sciences Fund, L.P. (SSLS). (CAYMAN, SSFQP, and SSLS will hereafter be referred to as the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 277,234 shares of Common Stock of the Issuer (the Shares) and 235,126 Warrants*** to purchase Shares of Common Stock held by SSFQP, 77,729 shares of Common Stock and 68,748 Warrants*** to purchase Shares of Common Stock held by CAYMAN and 94,043 shares of Common Stock and 101,291 Warrants*** to purchase Shares of Common Stock held by SSLS. See Items 2 and 4 of this Schedule for additional information. *** The Warrants described herein may only be exercised to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. Item 1(a). Name Of Issuer: CervoMed, Inc. Item 1(b). Address of Issuer?s Principal Executive Offices: 20 Park Plaza ? Suite 424 Boston, Massachusetts 02116 Item 2(a). Name of Person Filing: The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP) and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (SSLS), (CAYMAN, SSFQP, SSPE and SSLS, will hereafter be referred to as the Funds). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP and LS Advisers, L.L.C., a New York limited liability company (LS). Greenhouse and Stettner are also controlling principals of AWM. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. Item 2(c). Citizenship: AWM is a Delaware Corporation. Item 2(d). Title of Class of Securities: Common Stock, $0.001 Par Value Item 2(e). CUSIP No.: 15713L109 Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned: 854,171** (b) Percent of Class: 9.9%** (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote: 854,171** (ii) shared power to vote or to direct the vote: 0** (iii) sole power to dispose or to direct the disposition of: 854,171** (iv) shared power to dispose or to direct the disposition of: 0** ______________________________________________________________________ ** AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting and investment power over 277,234 shares of Common Stock of the Issuer (the Shares) and 235,126 Warrants*** to purchase Shares of Common Stock held by SSFQP, 77,729 shares of Common Stock and 68,748 Warrants*** to purchase Shares of Common Stock held by CAYMAN and 94,043 shares of Common Stock and 101,291 Warrants*** to purchase Shares of Common Stock held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ___ Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 14, 2024 AWM INVESTMENT COMPANY, INC. By:/s/ Adam Stettner Name: Adam Stettner Title: Executive Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -1-

Get the next $CRVO alert in real time by email

Recent Analyst Ratings for

$CRVO

Date	Price Target	Rating	Analyst
12/18/2025		Overweight	Cantor Fitzgerald
3/13/2025	$14.00	Neutral → Buy	Chardan Capital Markets
12/17/2024		Buy → Neutral	H.C. Wainwright
12/11/2024		Buy → Neutral	Chardan Capital Markets
12/11/2024		Overweight → Underweight	Morgan Stanley
12/10/2024		Buy → Hold	D. Boral Capital
12/6/2024	$45.00	Buy	ROTH MKM
12/5/2024	$42.00	Buy	H.C. Wainwright

More analyst ratings

SEC Form SC 13G filed by CervoMed Inc.

11/14/24 3:09:10 PM ET

$CRVO

Biotechnology: Pharmaceutical Preparations

Health Care

Get the next $CRVO alert in real time by email

Recent Analyst Ratings for

$CRVO

Date	Price Target	Rating	Analyst
12/18/2025		Overweight	Cantor Fitzgerald
3/13/2025	$14.00	Neutral → Buy	Chardan Capital Markets
12/17/2024		Buy → Neutral	H.C. Wainwright
12/11/2024		Buy → Neutral	Chardan Capital Markets
12/11/2024		Overweight → Underweight	Morgan Stanley
12/10/2024		Buy → Hold	D. Boral Capital
12/6/2024	$45.00	Buy	ROTH MKM
12/5/2024	$42.00	Buy	H.C. Wainwright

More analyst ratings

SEC Form SC 13G filed by CervoMed Inc.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$CRVO

SEC Form SC 13G filed by CervoMed Inc.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$CRVO

$CRVO
Insider Purchases

Chief Commercial and Business Winton Matthew bought $41,430 worth of shares (5,000 units at $8.29), increasing direct ownership by 50% to 15,000 units (SEC Form 4)

Director Gregoire Sylvie bought $182,736 worth of shares (21,600 units at $8.46), increasing direct ownership by 0.73% to 1,484,078 units (SEC Form 4)

CFO, GC & Secretary Elder William Robert bought $29,250 worth of shares (3,500 units at $8.36), increasing direct ownership by 39% to 12,500 units (SEC Form 4)

$CRVO
Press Releases

CervoMed to Participate in Upcoming Investor Conferences

CervoMed Announces Selection of Formulation and Dosing Regimen for Planned Phase 3 Trial in Patients with Dementia with Lewy Bodies

CERo Therapeutics Announces Biotech Industry Veteran Eric Francois to Join its Board of Directors

$CRVO
SEC Filings

CervoMed Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

CervoMed Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

SEC Form SCHEDULE 13G filed by CervoMed Inc.

$CRVO
Analyst Ratings

Cantor Fitzgerald initiated coverage on CervoMed

CervoMed upgraded by Chardan Capital Markets with a new price target

CervoMed downgraded by H.C. Wainwright

$CRVO
Insider Trading

SEC Form 4 filed by Chief Commercial and Business Winton Matthew

SEC Form 4 filed by Director Gregoire Sylvie

SEC Form 4 filed by CFO, GC & Secretary Elder William Robert

$CRVO
Leadership Updates

CERo Therapeutics Announces Biotech Industry Veteran Eric Francois to Join its Board of Directors

CervoMed Reports Third Quarter 2025 Financial Results and Provides Corporate Updates

CervoMed Strengthens Board with Appointment of Life Sciences Business Strategy Leader David Quigley

$CRVO
Financials

CervoMed Announces 32-Week Data from RewinD-LB Trial Extension Phase Showing Neflamapimod's Sustained Effect on Slowing Clinical Progression in Patients with Dementia with Lewy Bodies and Associated Reduction in a Key Plasma Biomarker of Neurodegeneration

CervoMed to Present New Data from Phase 2b RewinD-LB Study at AAIC 2025 and Host Conference Call on July 28, 2025

CervoMed Announces Positive Results from the Extension Phase of its Phase 2b Clinical Study of Neflamapimod in Patients with Dementia with Lewy Bodies

$CRVO
Large Ownership Changes