Sec Form 4 Filing - TANNER JOHN WILLIAM @ CervoMed Inc. - 2023-11-20

FORM 4 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 TANNER JOHN WILLIAM 2. Issuer Name and Ticker or Trading Symbol CervoMed Inc. [ CRVO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 20 PARK PLAZA, SUITE 424 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2023 (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 ) $ 9.82 11/20/2023 A 32,000 ( 2 ) 11/20/2033 Common Stock 32,000 $ 0 32,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TANNER JOHN WILLIAM 20 PARK PLAZA, SUITE 424 BOSTON, MA02116 Chief Financial Officer Signatures /s/ William R. Elder, attorney-in-fact for the Reporting Person 11/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 20, 2023, the Reporting Person was granted an option to purchase 32,000 shares of the Issuer's common stock in accordance with the terms of the Employment Agreement, dated November 15, 2023, by and between the Reporting Person and the Issuer; provided, however, that the Reporting Person's continued holding of the grant is contingent upon the annual automatic increase in the number of shares available for issuance under the Issuer's 2015 Equity Incentive Plan, as amended (the "Plan") on January 1, 2024 pursuant to Section 4.1 of the Plan (together with any other shares available for issuance under the Plan as of such date) being sufficient to cover all shares of the Issuer's common stock underlying the grant. ( 2 )Subject to the conditions described in Note 1, 1/24 of the shares underlying the option grant will vest on January 1, 2024, and thereafter the award will vest in substantially equal 1/36th increments on the last day of each month, commencing January 31, 2024, through the last day of the month containing the third anniversary of the grant date, subject to the Reporting Person's continued employment with the Company through the applicable vesting date.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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