Sec Form 3 Filing - Poulton Jeffrey V. @ CervoMed Inc. - 2023-08-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Poulton Jeffrey V. 2. Issuer Name and Ticker or Trading Symbol CervoMed Inc. [ CRVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CERVOMED INC., 20 PARK PLAZA, SUITE 424 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2023 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) ( 1 ) $ 19.81 ( 2 ) 05/29/2028 Common Stock 6,906 ( 2 ) D Stock Option (Right to Buy) ( 1 ) $ 26.06 ( 3 ) 12/16/2029 Common Stock 3,453 ( 3 ) D Stock Option (Right to Buy) ( 1 ) $ 34.84 ( 4 ) 03/12/2031 Common Stock 2,302 ( 4 ) D Stock Option (Right to Buy) ( 1 ) $ 19.46 ( 5 ) 03/10/2032 Common Stock 2,302 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Poulton Jeffrey V. C/O CERVOMED INC. 20 PARK PLAZA, SUITE 424 BOSTON, MA02116 X Signatures /s/ John Alam, M.D., Attorney-in-Fact for Jeffrey V. Poulton 08/23/2023 Signature of Reporting Person Date

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.

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 4(b)(v).

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