CervoMed (US:CRVO)2025-05-12 20:29Stock Issuance and Sales - The Company plans to issue and sell up to $50,000,000 of common stock through Leerink Partners LLC as the Agent[1] - The registration statement for the common stock was filed with the SEC on October 3, 2024, and declared effective on October 10, 2024[2] - The Company will provide the Agent with copies of the base prospectus and the prospectus supplement related to the Placement Shares[2] - Each Placement will require a Placement Notice specifying the maximum number of shares, time period for sales, and any minimum price[4] - The Agent will use commercially reasonable efforts to sell the Placement Shares as per the terms of the Placement Notice[6] - Settlement for sales of Placement Shares will occur on the first Trading Day following the date of sale[10] - The Net Proceeds delivered to the Company will be the gross sales price minus the Agent's commission and any transaction fees[10] - The Company must deliver the Placement Shares electronically on or before each Settlement Date[11] - If the Company defaults on delivering shares, it must return any Net Proceeds received and indemnify the Agent for any losses incurred[11] - The Company and the Agent may suspend sales if the Company possesses material non-public information[9] - The Company has filed a Registration Statement with the Commission, which has been declared effective prior to the issuance of any Placement Notices[13] - The Company has not received any notice from the Commission objecting to the use of the shelf registration statement form[13] - The Placement Shares have been duly authorized for issuance and will be validly issued, fully paid, and nonassessable[26] - The Company has filed a Notification of Listing of Additional Shares with Nasdaq regarding the Placement Shares[21] - The Company has the authorized and outstanding capitalization as set forth in its most recent Annual Report on Form 10-K[25] - The Company has not distributed any offering material other than the Registration Statement and the Prospectus in connection with the offering of the Placement Shares[19] - The Company is not considered an "ineligible issuer" as defined in Rule 405[16] - The issuance and sale of the Placement Shares will not be subject to any preemptive rights or similar rights[26] Financial Condition and Compliance - The Company has not experienced any material adverse change in its financial condition or operations since the last reporting period[33] - The financial statements included in the Registration Statement and Prospectus present fairly the consolidated financial position of the Company and its Subsidiaries[36] - The Company has filed all required federal income tax returns and paid all taxes due, with no material tax deficiencies expected[42] - There are no ongoing or threatened labor disputes that could have a material adverse effect on the Company[43] - The Company is not classified as an "investment company" under the Investment Company Act of 1940[29] - The Company has not incurred any material liabilities or obligations outside the ordinary course of business[33] - All necessary consents and approvals for the execution of agreements have been obtained[30] - The Company has not received any communications regarding the termination or non-renewal of any significant contracts[27] - The Company is in compliance with all applicable laws and regulations, with no violations that would have a material adverse effect[39] - The Company has engaged RSM US LLP as its independent registered public accounting firm, which is in compliance with all regulatory requirements[40] - The Company and its Subsidiaries are insured by reputable institutions with adequate coverage for risks including theft, damage, and clinical trial liability claims[45] - The Company holds good and marketable title to all real and personal property material to its business, free of significant liens or encumbrances[46] - The Company possesses all necessary permits required by regulatory agencies to conduct its business, with no material violations reported[47] - The Company maintains accurate books and records, ensuring compliance with GAAP and internal accounting controls[48] - The Company has established effective disclosure controls and procedures, with no material weaknesses reported in internal control over financial reporting[50] - The Company is in compliance with the Sarbanes-Oxley Act and has not failed to comply with any applicable provisions[54] - The Company and its Subsidiaries have not engaged in any unlawful payments or actions that would violate anti-corruption laws[55] - The Company has conducted its operations in compliance with financial recordkeeping and money laundering laws, with no pending investigations[58] - The Company is not owned or controlled by any individual or entity subject to sanctions, ensuring compliance with relevant sanctions authorities[59] - The Company and its Subsidiaries possess all necessary intellectual property rights for their business operations and product commercialization, with no known legal challenges that could have a Material Adverse Effect[60] - The Company is in full compliance with all applicable laws and regulations regarding the development and distribution of pharmaceuticals, with no adverse findings from regulatory authorities[62] - There are no ongoing legal proceedings that could materially affect the Company or its Subsidiaries, and no claims have been received alleging violations of applicable laws[63] - Clinical trials and studies conducted by the Company are in compliance with protocols and applicable laws, with no material unexpected adverse events reported[65] Market and Financial Projections - As of May 9, 2025, the market value of the Company's outstanding common equity held by non-affiliates was approximately $82.8 million[69] - The Company has not defaulted on any preferred stock dividends or payments on borrowed money, which could result in a Material Adverse Effect[73] - All financial projections included in the Registration Statement were made in good faith and are accompanied by cautionary statements regarding potential risks[74] - The Company is not involved in any bankruptcy or insolvency proceedings[76] - The Company and its Subsidiaries are in compliance with all applicable laws and regulations related to workplace safety[78] - There are no material outstanding loans or guarantees involving the Company or its Subsidiaries[75] Agreement and Legal Matters - The Company has filed all necessary patents and trademarks and is in compliance with the PTO's duty of candor[80] - The Company will make available an earnings statement covering a 12-month period within 15 months after the end of the current fiscal quarter[88] - The Company will pay all expenses related to the offering of Placement Shares, including legal and filing fees[89] - The Company will use commercially reasonable efforts to list the Placement Shares on Nasdaq[86] - The Company will notify the Agent promptly of any stop orders or requests for amendments from the Commission[84] - The Company is not subject to any non-competition or non-solicitation agreements that could affect its directors or officers[79] - The Company has not been notified of any inventorship challenges regarding its patents[80] - The Company will use the Net Proceeds as described in the Prospectus for its intended purposes[91] - The Company will not offer to sell or dispose of any shares of Common Stock during specified trading days without prior written consent from the Agent[91] - The Company will cooperate with due diligence reviews conducted by the Agent and provide necessary information and documents[94] - The Company agrees to file a prospectus supplement detailing the number of Placement Shares sold and the Net Proceeds to the Company[95] - The Company will maintain insurance covering risks that are reasonable and customary for its business[102] - The Company will ensure compliance with all applicable laws and maintain necessary permits[103] - The Company will conduct its affairs to avoid being classified as an "investment company" under the Investment Company Act[104] - The Company will maintain accurate books and records and internal accounting controls in accordance with GAAP[109] - The Company will provide Comfort Letters from its independent registered public accounting firm as required[99] - The Company will not engage in activities that could manipulate the price of its securities[101] - The Company will file a new shelf registration statement if any Placement Shares remain unsold by the third anniversary of the initial effective date[110] - The Company must notify the Agent if it is no longer eligible to use Form S-3 and file a new prospectus supplement within two business days[111] - The Company will indemnify the Agent against any documentary, stamp, or similar issue tax related to the sale of Placement Shares[113] - The Registration Statement must be effective for all offers and sales of Placement Shares issued pursuant to prior Placement Notices[114] - The Company is required to file the Prospectus Supplement with the Commission no later than the close of business on the second business day following the date of the Agreement[115] - The Company must ensure that no material adverse changes occur that could affect the offering of Placement Shares[119] - The Agent must receive legal opinions and comfort letters from Company Counsel and Agent's Counsel as required[120][121][122] - The Common Stock must be duly listed and authorized for trading on Nasdaq without any suspension[124] - All required filings with the Commission must be made prior to the issuance of any Placement Notice[127] - The Placement Shares must be approved for listing on Nasdaq or an application must be filed prior to the First Placement Notice Date[128] - The Company reported a Material Adverse Effect that may impair the ability to sell Placement Shares[138] - The Company must deliver required certifications and opinions within 15 calendar days to avoid termination by the Agent[138] - The Agent has the right to terminate the Agreement if trading in Placement Shares is suspended or limited on Nasdaq[138] - The Company can terminate the Agreement at its discretion with 10 days' prior notice[139] - The Agreement will automatically terminate upon the issuance and sale of all Placement Shares[142] - The Company is obligated to reimburse the Agent's expenses even after termination[144] - All indemnity and contribution agreements will survive regardless of investigations or delivery of Placement Shares[137] - The Agent is not liable for any settlement without its written consent[135] - The Company and the Agent will contribute to losses in proportion to the benefits received from the sale of Placement Shares[135] - Notices must be delivered in writing and can be sent electronically to specified addresses[145] - The Company will pay Leerink Partners a cash compensation equal to 3.0% of the gross proceeds from the sales of Placement Shares[175] - The Agreement constitutes the entire agreement and supersedes all prior agreements regarding the subject matter[151] - The Agent may assign its rights and obligations to an affiliate without the Company's consent, provided the affiliate is a registered broker-dealer[148] - All stock-related numbers in the Agreement will be adjusted for any stock split or similar event[149] - The Agreement is governed by the laws of the State of New York[152] - The Company acknowledges that no fiduciary or advisory relationship has been created with the Agent[160] - The Company is capable of evaluating and understanding the terms, risks, and conditions of the transactions contemplated by the Agreement[160] - The Agent may not provide any information gained in connection with the Agreement to any third party without the Company's written consent[163] - The Agreement may be executed in multiple counterparts, each of which is deemed an original[162] - The Company waives any claims against the Agent for breach of fiduciary duty in connection with the transactions contemplated by the Agreement[160] - The Company has complied with all agreements and satisfied all conditions under the Sales Agreement as of the date hereof[178] - There has been no material adverse change in the Company's financial condition or prospects since the date of the Prospectus[180] - The maximum amount of Placement Shares authorized for sale has been duly approved by the Company's board of directors[181]