SEC Comment Letter 0000000000-23-007068 to CervoMed Inc. (CRVO)
CervoMed Inc.
Date: July 5, 2023 · CIK: 0001053691 · Accession: 0000000000-23-007068
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271823
Letter
United States securities and exchange commission logo July 5, 2023 Robert Cobuzzi, Jr., Ph.D. President and Chief Executive Officer Diffusion Pharmaceuticals Inc. 300 East Main Street, Suite 201 Charlottesville, Virginia 22902 Re:Diffusion Pharmaceuticals Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed June 23, 2023 File No. 333-271823 Dear Robert Cobuzzi: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 9, 2023 letter. Amendment No. 1 to Registration Statement on Form S-4 Certain Unaudited Long Range Financial Projections of EIP's Business, page 132 1.We note your response to comment 11. Please revise to specifically clarify that your projections do not take into account the possibility of the introduction of competing products that do not violate patents, the possibility that you might not obtain FDA approval for nemflamapimod, and other factors that would have a materially negative impact on your projections. Certain Material U.S. Federal Income Tax Consequences of the Merger, page 140 2.Please revise to clarify that all material federal income tax consequences are discussed by revising the caption and the the discussion.
FirstName LastNameRobert Cobuzzi, Jr., Ph.D. Comapany NameDiffusion Pharmaceuticals Inc. July 5, 2023 Page 2 FirstName LastName Robert Cobuzzi, Jr., Ph.D. Diffusion Pharmaceuticals Inc. July 5, 2023 Page 2 You may contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: John Alessi
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United States securities and exchange commission logo
July 5, 2023
Robert Cobuzzi, Jr., Ph.D.
President and Chief Executive Officer
Diffusion Pharmaceuticals Inc.
300 East Main Street, Suite 201
Charlottesville, Virginia 22902
Re:Diffusion Pharmaceuticals Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 23, 2023
File No. 333-271823
Dear Robert Cobuzzi:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Certain Unaudited Long Range Financial Projections of EIP's Business, page 132
1.We note your response to comment 11. Please revise to specifically clarify that
your projections do not take into account the possibility of the introduction of competing
products that do not violate patents, the possibility that you might not obtain FDA
approval for nemflamapimod, and other factors that would have a materially negative
impact on your projections.
Certain Material U.S. Federal Income Tax Consequences of the Merger, page 140
2.Please revise to clarify that all material federal income tax consequences are discussed by
revising the caption and the the discussion.
FirstName LastNameRobert Cobuzzi, Jr., Ph.D.
Comapany NameDiffusion Pharmaceuticals Inc.
July 5, 2023 Page 2
FirstName LastName
Robert Cobuzzi, Jr., Ph.D.
Diffusion Pharmaceuticals Inc.
July 5, 2023
Page 2
You may contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: John Alessi