CervoMed Inc (NASDAQ: CRVO) experienced a sharp premarket gain Tuesday, with shares rising 32.3% after a disclosed purchase by director Joshua Boger.
According to a Form 4 filing with the Securities and Exchange Commission, Boger, acting through the Joshua S. Boger 2021 Trust, acquired 955,414 shares of common stock at $3.14 per share on June 11. The filing says the acquisition formed part of a private placement completed by the company.
The transaction was structured as units. Each unit consisted of one share of common stock, one Series B warrant and one Series C warrant. The filing provides the following terms for the warrants: the Series B warrants carry an exercise price of $3.32 per share, are exercisable immediately and expire five years from issuance; the Series C warrants have an exercise price of $3.14 per share, are exercisable immediately and expire one year from issuance.
After the placement, the filing shows Boger’s holdings split between indirect and direct ownership. He holds 1,795,865 shares indirectly through trusts and 216,817 shares directly. The detailed trust holdings list 1,600,117 shares in the JSB 2021 Trust and 195,748 shares in The Amy S. Boger 2021 Trust, with Boger named as sole trustee of both trusts.
The warrants carry ownership limitations. The filing states Boger and his affiliates are prevented from owning more than 19.99% of the company’s outstanding common stock upon exercise. If exercising the warrants would cause ownership to breach that threshold, the filing explains Boger may instead exercise them into pre-funded warrants that include similar ownership restrictions.
The private placement was completed pursuant to a securities purchase agreement dated June 9 with the JSB 2021 Trust and certain other accredited investors, the filing indicates.
The disclosure of the purchase and the exact warrant mechanics provide a clear account of the deal structure and of Boger’s resulting stake across direct and trust holdings. The ownership cap and the pre-funded warrant alternative outline limits on potential increases in control through warrant exercise.
Context and implications
The Form 4 filing documents both the purchase price and the unit composition, and it specifies the duration and exercise prices of both warrant series. It also records the impact on Boger’s reported holdings and the contractual restrictions that apply to future exercises.
The private placement and attendant warrant terms are detailed in the filing and governed by the June 9 securities purchase agreement with the JSB 2021 Trust and other accredited investors.