CervoMed Inc. 美股招股说明书（2026年6月22日版）

CERVOMED INC. 2,500,000 Shares of Common Stock We are offering 2,500,000 shares of our common stock, par value $0.001 per share (“common stock”), to investors at anoffering price of $4.00 per share, pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed and trades on The Nasdaq Capital Market under the symbol “CRVO.” The last sale price of ourshares of common stock on June 17, 2026 was $3.81 per share. We have engaged H.C. Wainwright & Co., LLC (“Wainwright” or the “placement agent”), to act as our exclusive placementagent for this offering. The placement agent has agreed to use its “reasonable best efforts” to arrange for the sale of shares of ourcommon stock offered by this prospectus supplement and the accompanying base prospectus, but the placement agent has noobligation to purchase or sell any of such securities or to arrange for the purchase or sale of any specific number or dollar amountof such securities. There is no required minimum number of securities that must be sold as a condition to completion of thisoffering. Because there is no minimum offering amount required as a condition to closing this offering, the actual offering amount, As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of common stock held bynon-affiliates, or public float, was determined to be $32,126,620 based on 11,026,233 shares of common stock outstanding, ofwhich 7,105,447 are held by non-affiliates, and the closing sale price of our shares of common stock on Nasdaq of $4.52 on June16, 2026, which is within 60 days of the date of this prospectus supplement. Upon any sale of shares of common stock under thisprospectus supplement pursuant to General Instruction I.B.6 of Form S-3, in no event will the aggregate market value of securitiessold by us or on our behalf pursuant to General Instruction I.B.6 of Form S-3 during the twelve calendar month period immediately Offering pricePlacement agent’s fees (1) Proceeds, before expenses, to us (2) (1)We have agreed to pay the placement agent a cash fee of 6.0% of the aggregate gross proceeds raised in the offering. Inaddition, we have agreed to pay the placement agent a management fee equal to 1.0% of the gross proceeds raised in thisoffering, to reimburse the placement agent for certain of its expenses and to issue warrants to purchase shares of commonstock to the placement agent or its designees (the “placement agent warrants”). Neither the placement agent warrants nor the (2)Does not include proceeds from the exercise of the placement agent warrants to be issued to the placement agent in cash, ifany. Delivery of the shares of common stock offered hereby is expected to be made on or about June 22, 2026, subject tosatisfaction of customary closing conditions. Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefullyreview and consider all the information in this prospectus supplement, the accompanying base prospectus and thedocuments incorporated by reference herein and therein, including the risks and uncertainties described under“Risk Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesharesor determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any H.C. Wainwright & Co. The date of this prospectus supplement is June 18, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENT S-2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5 PROSPECTUSABOUT THIS PROSPECTUS USE OF PROCEEDS9DESCRIPTION OF CAPITAL STOCK10DESCRIPTION OF DEBT SECURITIES12 You should rely only on the information incorporated by reference or provided in this prospectus supplement and theaccompanying prospectus. Neither we nor the placement agent have authorized anyone to provide you with different information.If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and theaccompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by thisprospectus supplement and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation.You should assume that the information contained in this prospectus supplement or the accompanying prospectus, or any documentincorporated by reference in this prospectus supplement or the accompanying prospectus, is accurate only as of the date of those ABOUT THIS PROSPECTUS SUPPLEMENT A registration statement on Form S-3 (File No. 333-282494) utilizing a shelf registration process relating to the securitiesdescribed in this prospectus supplement was initially filed with the Securities and Exchange Commission, or the SEC, on October This document is in two parts. The first part is this