SCHEDULE: RA Capital Corrects CervoMed Stake Filing
Schedule 13G Amendment
RA Capital Management amends its Schedule 13G filing for CervoMed Inc. to correct a clerical error regarding beneficial ownership of shares underlying warrants.
Summary
- RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Reporting Persons") filed Amendment No. 3 to Schedule 13G for CervoMed Inc.
- The amendment corrects a clerical error in Amendment No. 2, which inadvertently omitted the beneficial ownership of shares of Common Stock underlying warrants held by RA Capital Healthcare Fund, L.P. as of June 30, 2025.
- As of June 30, 2025, the Reporting Persons beneficially own an aggregate of 1,026,937 shares of CervoMed Inc. Common Stock.
- This aggregate amount represents 9.9% of the class, rounded down from 9.99% due to EDGAR system field limitations.
- The beneficial ownership percentage is calculated based on 9,252,719 shares outstanding as of June 30, 2025, plus 1,026,937 shares issuable upon warrant exercise.
- RA Capital Healthcare Fund, L.P. holds warrants exercisable for up to 1,266,143 shares, but a Beneficial Ownership Blocker prevents exercise beyond 9.99% ownership.
Sentiment
Score: 5
Explanation: The filing is neutral as it is a factual correction of a previously filed document, not an announcement of new financial results, strategic changes, or operational performance.
Future Outlook
NA
Industry Context
This filing is a standard regulatory disclosure by an investment fund, RA Capital Management, regarding its beneficial ownership in a publicly traded company, CervoMed Inc. It reflects a common requirement for investors holding significant stakes to report their positions to the SEC, ensuring transparency in the market.
Stakeholder Impact
- Shareholders: Provides accurate and updated information on a significant investor's beneficial ownership, ensuring transparency regarding the company's ownership structure.
Key Dates
| Date | Description |
|---|---|
| 06/30/2025 | Date of event which requires filing of this statement (beneficial ownership calculation date). |
| 08/08/2025 | Date CervoMed Inc. filed its Quarterly Report on Form 10-Q, reporting 9,252,719 shares outstanding. |
| 08/14/2025 | Date Amendment No. 2 to Schedule 13G was filed, which contained the clerical error. |
| 08/20/2025 | Date this Amendment No. 3 to Schedule 13G was filed. |
Keywords
CervoMed Inc., RA Capital Management, Schedule 13G, Beneficial Ownership, Warrants, Investment Fund, SEC Filing, Healthcare Fund
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