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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Quince Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 11, 2025 |
Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Second Quarter 2025 Financial Results Marks major milestone with completion of enrollment in pivotal Phase 3 NEAT clinical trial evaluating lead asset, eDSP, for the treatment of A-T; topline results expected in first quarter of 2026 Closed financing priced at a premium bringing existing cash position to approximately $35 millio |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 5, 2025 |
424B5 Table of Contents As Filed Pursuant to Rule 424(b)(5) Registration No. 333-288971 PROSPECTUS Up to 6,671,928 Shares of Common Stock Up to 2,000,000 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants Up to 8,671,928 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the proposed resale from time to time by the selling stockholders of: • Up t |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 Table of Contents As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Quince Therapeutics, Inc. |
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| July 16, 2025 |
Exhibit 99.1 Quince Therapeutics Completes Enrollment in Pivotal Phase 3 NEAT Clinical Trial in Ataxia-Telangiectasia SOUTH SAN FRANCISCO, Calif. – July 16, 2025 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated to unlocking the power of a patient’s own biology for the treatment of rare diseases, today announced that the company has completed enrollment in it |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission |
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| June 13, 2025 |
Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK (OR IN LIEU THEREOF, PRE-FUNDED WARRANTS (AS DEFINED BELOW)) ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, |
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| June 13, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 12, 2025, by and among Quince Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Quince Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 13, 2025 |
EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HA |
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| June 13, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 12, 2025, is entered into by and among Quince Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms us |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| May 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizati |
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| May 13, 2025 |
Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports First Quarter 2025 Financial Results Plan to potentially conclude enrollment early for Phase 3 NEAT clinical trial in Ataxia-Telangiectasia (A-T) to align topline results with existing cash runway SOUTH SAN FRANCISCO, Calif. – May 13, 2025 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated t |
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| April 23, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi |
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| April 9, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 24, 2025 |
Exhibit 21.1 List of Subsidiaries of Quince Therapeutics, Inc. Quince Therapeutics, Inc. subsidiaries as of December 31, 2024, are listed below. Subsidiary Jurisdiction of Incorporation Cortexyme Australia Pty Ltd Australia Novosteo, LLC Delaware Novosteo Pty Ltd Australia EryDel US, Inc. Delaware EryDel USA, Inc. New Jersey EryDel Italy, Inc. Delaware Quince Therapeutics, S.p.A Italy |
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| March 24, 2025 |
Exhibit 19.1 Quince Therapeutics, Inc. Insider Trading Policy (adopted July 25, 2023) Introduction During the course of your relationship with Quince Therapeutics, Inc. (“Quince”), you may receive material information that is not yet publicly available (“material nonpublic information”) about Quince or other publicly traded companies that Quince has business relationships with. Material nonpublic |
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| March 24, 2025 |
Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Fiscal Year 2024 Financial Results Phase 3 NEAT clinical trial exceeds 50% enrollment with new study site activations expected to accelerate screenings and randomization Existing cash position of $40.8 million expected to provide operating runway through Phase 3 topline results into 2026 SOUTH SAN FRANCISCO, Calif. – March 24, 2 |
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| March 24, 2025 |
424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-283897 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 26, 2024) $21,937,722 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated December 26, 2024, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-283897), or the Prio |
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| March 24, 2025 |
As filed with the Securities and Exchange Commission on March 24, 2025 S-8 As filed with the Securities and Exchange Commission on March 24, 2025 Registration No. |
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| March 24, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiza |
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| March 24, 2025 |
Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Quince Therapeutics, Inc. (“we,” “our,” “us,” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”): our common stock. The following summary description of our capital stock is based upon our |
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| March 24, 2025 |
Outside Director Compensation Policy adopted April 9,2019; Amended and Restated: Exhibit 10.15 QUINCE THERAPEUTICS, INC. OUTSIDE DIRECTOR COMPENSATION POLICY ADOPTED: APRIL 9, 2019; ORIGINALLY EFFECTIVE: MAY 8, 2019 (the “Effective Date”) AMENDED AND RESTATED: DECEMBER 2, 2024 Each member of the Board of Directors (the “Board”) of Quince Therapeutics, Inc. (the “Company”) who is not an employee of the Company (each such member, an “Outside Director”) will receive the compensat |
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| March 24, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Quince Therapeutics, Inc. |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-388 |
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| February 14, 2025 |
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares of Quince Therapeutics, Inc. |
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| December 27, 2024 |
Up to $75,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-283897 PROSPECTUS Up to $75,000,000 Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement, dated December 18, 2024, or the Sales Agreement, with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC, or the Agents, relating to the sale of shares of our common stock, par value $0.001 per share, offered by this prospec |
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| December 23, 2024 |
Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080 Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 South San Francisco, CA 94080 December 23, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549-3010 Attention: Daniel Crawford RE: Quince Therapeutics, Inc. Registration Statement on Form S-3 Filed December 18, 2024 File No. 333-283897 Ladies and Gentlemen: Quince |
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| December 18, 2024 |
Exhibit 1.2 QUINCE THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement December 18, 2024 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: Quince Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Ag |
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| December 18, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 18, 2024 As filed with the U.S. Securities and Exchange Commission on December 18, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 90-1024039 (State or other jurisdiction of incorporation or organization |
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| December 18, 2024 |
Exhibit 4.4 QUINCE THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee’s Certificate. 8 |
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| December 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Quince Therapeutics, Inc. |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ |
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| November 14, 2024 |
QNCX / Quince Therapeutics, Inc. / TANG CAPITAL MANAGEMENT LLC - AMENDMENT NO. 2 Passive Investment Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ |
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| November 13, 2024 |
QNCX / Quince Therapeutics, Inc. / Lamond David - SC 13D Activist Investment SC 13D 1 d842349dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22053A107 (CUSIP Number) David A. Lamond c/o Quince Therapeutics, Inc. 611 Gateway Boulevard, Suite 273 So |
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| November 13, 2024 |
Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Third Quarter 2024 Financial Results Phase 3 NEAT clinical trial on track with 32 patients enrolled to date with majority of U.S. and European study sites now enrolling patients SOUTH SAN FRANCISCO, Calif. – November 13, 2024 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated to unlocking th |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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| August 13, 2024 |
Exhibit 99.1 Quince Therapeutics Provides Business Update and Reports Second Quarter 2024 Financial Results Strong cash position expected to provide sufficient operating runway into 2026; Phase 3 topline results expected in the fourth quarter of 2025 SOUTH SAN FRANCISCO, Calif. – August 13, 2024 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a late-stage biotechnology company dedicated to unlocking t |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiz |
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| August 6, 2024 |
QNCX / Quince Therapeutics, Inc. / Sofinnova Partners SAS - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1) * Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizat |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizati |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince Th |
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| April 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 11, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 1, 2024 |
Exhibit 10.26 Certain information contained in this exhibit, marked by [***], has been excluded from this exhibit in accordance with Item 601(b)(10) of Regulation S-K because the registrant has determined that it is both not material and is the type that the registrant treats as private or confidential. To: European Investment Bank 100, boulevard Konrad Adenauer L-2950 Luxembourg Luxembourg Email |
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| April 1, 2024 |
Incentive Compensation Recoupment Policy Exhibit 97.1 Quince Therapeutics, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Quince Therapeutics, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Poli |
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| April 1, 2024 |
Exhibit 10.27 Certain information contained in this exhibit, marked by [***], has been excluded from this exhibit in accordance with Item 601(b)(10) of Regulation S-K because the registrant has determined that it is both not material and is the type that the registrant treats as private or confidential. To: Quince Therapeutics, Inc. 601 Gateway Blvd. Suite 1250 South San Francisco, CA 94080 USA Em |
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| April 1, 2024 |
As filed with the Securities and Exchange Commission on April 1, 2024 As filed with the Securities and Exchange Commission on April 1, 2024 Registration No. |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38890 Quince Therapeu |
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| April 1, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Quince Therapeutics, Inc. |
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| April 1, 2024 |
2019 Equity Incentive Plan and forms of stock award agreements thereunder Exhibit 10.6 QUINCE THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equity-based compensation to align their interests with the Company’s sto |
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| April 1, 2024 |
Exhibit 21.1 List of Subsidiaries of Quince Therapeutics, Inc. Entity Name Jurisdiction of Incorporation Cortexyme Australia Pty Ltd Australia Novosteo, LLC Delaware Novosteo Pty Ltd Australia EryDel US, Inc. Delaware EryDel USA, Inc. New Jersey EryDel S.p.A Italy EryDel Italy, Inc. Delaware |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation organiza |
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| February 14, 2024 |
CRTX / Cortexyme Inc / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 o1172410sc13ga1.htm AMENDMENT NO. 1 Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check t |
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| February 12, 2024 |
CRTX / Cortexyme Inc / Sofinnova Partners SAS - SC 13G Passive Investment SC 13G 1 tm245842d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No.) * Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Sec |
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| February 7, 2024 |
CRTX / Cortexyme Inc / BML Investment Partners, L.P. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) December 31 |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation organizat |
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| January 5, 2024 |
EX-99.2 Exhibit 99.2 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EryDel S.p.A. As of September 30, 2023 and for the three- and nine-months periods ended September 30, 2023 and 2022 EryDel S.p.A. Condensed Consolidated Financial Statements As of September 30, 2023 and for the three- and nine-months periods ended September 30, 2023 and 2022 Contents Condensed Consolidated Balance Sheets 1 Condensed |
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| January 5, 2024 |
Report on the Audit of the Consolidated Financial Statements EX-99.1 Exhibit 99.1 Independent Auditors’ Report To the Board of Directors and Shareholders Erydel S.p.A. Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of Erydel S.p.A. (the Company), which comprise the consolidated balance sheet as of December 31, 2022 and 2021, and the related consolidated statements of income, compreh |
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| January 5, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On October 20, 2023, Quince Therapeutics, Inc. (“Quince” or the “Company”) completed its previously announced acquisition (the “EryDel Acquisition”) of EryDel S.p.A. (“EryDel”), pursuant to that certain Stock Purchase Agreement, dated as of July 21, 2023, (the “Purchase Agreement”), by and among the Company, EryDel, |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 Quince Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of inc |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ |
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| December 15, 2023 |
CRTX / Cortexyme Inc / Genextra S.p.A. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) October 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi |
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| November 14, 2023 |
DocuSign Envelope ID: AE44FA8A-DECF-41DD-ACE9-CDOSA9F3B77C Exhibit 10.4 QUINCE THERAPEUTICS, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the "Agreement') is made and entered into by and between Charles Ryan ("Executive") and Quince Therapeutics, Inc. (the"Company"), effective as of September 1, 2023 (the"Effective Date"). RECIT |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quinc |
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| November 14, 2023 |
Offer Letter between Quince Therapeutics, Inc. and Charles Ryan, dated as of August 1, 2023 Exhibit 10.3 DocuSlgn Envelope ID: F7C9E685-A526-42DF•A1CB-6FBDC9B4648B August 1, 2023 Charles Ryan Via Electronic Delivery Re: Offer of Employment with Quince Therapeutics, Inc. Dear Charles: Quince Therapeutics, Inc. (the "Company") is pleased to offer you employment with the Company on the terms described below (the"Agreement''), beginning on September 1, 2023 or such date as otherwise agreed t |
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| November 14, 2023 |
DocuSign Envelope ID: D1A67A37-8755-4955-A095-4EEA855FA3B5 DocuSign Envelope ID: D11F53CA-00F3-4803-8535-AAE38A5D89AB DocuSign Envelope ID: 1088B284-F298-437C-88A2-FC7F739B18B1 Exhibit 10. |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiz |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2023 QUINCE THERAPEUTICS INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission |
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| August 3, 2023 |
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince The |
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| July 24, 2023 |
EX-99.1 Exhibit 99.1 Quince Therapeutics to Acquire EryDel July 24, 2023 Forward-looking statements Statements in this presentation contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject |
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| July 24, 2023 |
EX-2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT AMONG QUINCE THERAPEUTICS, INC., ERYDEL ITALY, INC., ERYDEL S.P.A., THE SHAREHOLDERS AND THE MANAGERS SET FORTH ON SCHEDULE II HERETO AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS HOLDER REPRESENTATIVE FOR THE SHAREHOLDERS TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 ARTICLE II THE TRANSACTIONS 17 2.1 Sale and Purchase of Company Stock 17 2.2 |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizat |
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| July 24, 2023 |
EX-99.2 Exhibit 99.2 NEWS RELEASE Quince Therapeutics to Acquire EryDel SpA and its Phase 3 Asset Targeting Ataxia-Telangiectasia with No Currently Approved Treatments and Estimated $1+ Billion Peak Sales Opportunity Well-capitalized into 2026 with ability to fully fund lead asset EryDex expected through Phase 3 trial under special protocol assessment (SPA) and to NDA submission EryDex utilizes au |
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| July 17, 2023 |
CRTX / Cortexyme Inc / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) July 06, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizati |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince Th |
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| May 15, 2023 |
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. |
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| April 14, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) o f the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-38890 90-1024039 (State of incorporation) (Commission File No.) (IRS Employ |
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| April 5, 2023 |
Certificate of Designation of Series A Junior Participating Preferred Stock EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF QUINCE THERAPEUTICS, INC. The undersigned, Dirk Thye, does hereby certify: 1. That he is duly elected and acting Chief Executive Officer of Quince Therapeutics, Inc., a Delaware corporation (the “Corporation”). 2. That pursuant to the authority conferred upon the |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Quince Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 90-1024039 (State of other incorporation or organization) (I.R.S. Employer I.D. No.) Delaware 601 Gateway B |
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| April 5, 2023 |
Quince Therapeutics Adopts Limited Duration Stockholders Rights Plan EX-99.1 Exhibit 99.1 Quince Therapeutics Adopts Limited Duration Stockholders Rights Plan SOUTH SAN FRANCISCO, Calif. – April 5, 2023 – Quince Therapeutics, Inc. (Nasdaq: QNCX), a biotechnology company focused on acquiring, developing, and commercializing innovative therapeutics that transform patients’ lives, today announced that its Board of Directors (the “Board”) unanimously approved the adopt |
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| April 5, 2023 |
EX-4.1 Exhibit 4.1 STRICTLY CONFIDENTIAL RIGHTS AGREEMENT April 5, 2023 TABLE OF CONTENTS Page SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 7 SECTION 3. ISSUANCE OF RIGHTS. 8 SECTION 4. FORM OF RIGHT CERTIFICATES. 10 SECTION 5. COUNTERSIGNATURE AND REGISTRATION 11 SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR |
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| April 4, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 31, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Quince Therapeutics, Inc. and further agree to the filing of this agreement as an exhibit th |
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| March 31, 2023 |
CRTX / Cortexyme Inc / TANG CAPITAL PARTNERS LP Passive Investment Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organiza |
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| March 15, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Quince Therapeutics, Inc. |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38890 Quince Therapeu |
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| March 15, 2023 |
Power of Attorney (included on the signature page of this Registration Statement) As filed with the Securities and Exchange Commission on March 15, 2023 Registration No. |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organizat |
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| February 13, 2023 |
CRTX / Cortexyme Inc / EPQ LLC, CTYM PS - QNCX_13G_A4 Passive Investment SC 13G/A 1 qncx13ga4.htm QNCX13GA4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Quince Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) ý Rule 13d-1(b) |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organi |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organ |
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| November 9, 2022 |
Exhibit 10.1 [Certain confidential portions of this agreement (marked with [***]) have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the Company has determined that such redacted information is (i) not material, and (ii) is the type of information the company treats as private or confidential.] AMENDMENT #2 TO LICENSE AGREEMENT THIS AMENDMENT #2 TO LICENSE AGREEMENT (the |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quinc |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or orga |
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| August 9, 2022 |
Exhibit 10.10 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Brendan Hannah (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May [19], 2022 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined tha |
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| August 9, 2022 |
License Agreement dated June 3, 2020, by and between Purdue Research Foundation and Novosteo Inc. Exhibit 10.18 [Certain confidential portions of this agreement (marked with [***]) have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the Company has determined that such redacted information is (i) not material, and (ii) is the type of information the company treats as private or confidential.] license Agreement THIS LICENSE AGREEMENT (this ?Agreement?) is made and enter |
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| August 9, 2022 |
Employment Offer Letter, by and between Cortexyme, Inc. and Brendan Hannah, dated May 9,2022 May 9, 2022 Exhibit 10.2 Brendan Hannah Via Electronic Delivery Re: Offer of Employment with Cortexyme Dear Brendan: As you are aware, Novosteo Inc. (the ?Company?), is pleased to offer you continued employment with the Company on the terms described below (the ?Agreement?). As you are aware, Cortexyme, Inc. (?Cortexyme?) is acquiring the Company (the ?Transaction?), pursuant to an Agreement and P |
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| August 9, 2022 |
Outside Director Compensation Policy adopted April 9,2019; Amended and Restated: June 7, 2022 Exhibit 10.17 CORTEXYME, INC. OUTSIDE DIRECTOR COMPENSATION POLICY ADOPTED: APRIL 9, 2019; AMENDED AND RESTATED: JUNE 7, 2022 EFFECTIVE: MAY 8, 2019 (the ?Effective Date?) Each member of the Board of Directors (the ?Board?) of Cortexyme, Inc. (the ?Company?) who is not an employee of the Company (each such member, an ?Outside Director?) will receive the compensation described in this Outside Direc |
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| August 9, 2022 |
Exhibit 10.15 CONSENT TO SUBLEASE This Consent to Sublease (this ?Consent?) is made as of June 8, 2022, by 601 & 651 GATEWAY CENTER LP, a Delaware limited partnership, having an address of 26 North Euclid Avenue, Pasadena, California 91101, Attn: Corporate Secretary, Re: 601/651 Gateway (?Landlord?), ICON CLINICAL RESEARCH, LLC, a Delaware limited liability company, having an address of 601 Gatewa |
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| August 9, 2022 |
Separation Agreement, by and between Cortexyme, Inc. and Michael Detke, dated as of May 2, 2022 Exhibit 10.1 CORTEXYME, INC. May 2, 2022 Michael Detke VIA EMAIL ([email protected]) Dear Mike: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Cortexyme, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. Your last day of work with the Company and your employment termination date will be May 2, 2022 (the ?Separat |
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| August 9, 2022 |
Exhibit 10.19 AMENDMENT #1 TO LICENSE AGREEMENT THIS AMENDMENT #1 TO LICENSE AGREEMENT (the ?Amendment?), made and entered into this 21st day of March, 2022 (?Amendment Effective Date?) by and between Purdue Research Foundation, a corporation formed and existing under the Indiana Foundation or Holding Companies Act of 1921 with its main offices located at 1281 Win Hentschel Blvd, West Lafayette, I |
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| August 9, 2022 |
Exhibit 10.14 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of May 5 , 2022, by and between ICON Clinical Research, LLC, a Delaware limited liability company, as sublandlord ("Sublandlord"), and Cortexyme, Inc., a Delaware corporation, as subtenant ("Subtenant"). WHEREAS, Sublandlord, as Tenant, and 601 & 651 Gateway Center LP, a Delaware limited partners |
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| August 9, 2022 |
Separation Agreement, by and between Cortexyme, Inc. and Leslie Holsinger, dated as of July 31, 2022 Exhibit 10.16 CORTEXYME, INC. July 15, 2022 Leslie Holsinger VIA EMAIL ([email protected]) Dear Leslie: This letter sets forth the substance of the separation agreement (the "Agreement") that Cortexyme, Inc. (the "Company") is offering to you to aid in your employment transition. 1. Separation. Your last day of work with the Company and your employment termination date will be July 31, 2022 |
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| August 9, 2022 |
Exhibit 10.12 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Dirk Thye, MD (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May [19], 2022 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Quince The |
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| August 9, 2022 |
Separation Agreement, by and between Cortexyme, Inc. and Christopher Lowe, dated as of June 10, 2022 Exhibit 10.13 CORTEXYME, INC. June 10, 2022 Christopher Lowe VIA EMAIL ([email protected]) Dear Chris: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Cortexyme, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. Your last day of work with the Company and your employment termination date will be June 10, 2022 (the |
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| August 9, 2022 |
Separation Agreement, by and between Cortexyme, Inc. and Caryn G. McDowell, dated as of May 19, 2022 Exhibit 10.9 CORTEXYME, INC. May 19, 2022 Caryn G. McDowell VIA EMAIL ([email protected]) Dear Caryn: This letter sets forth the substance of the transition separation agreement (the ?Agreement?) that Cortexyme, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. If you sign this Agreement and allow it to become effective, your employment will continu |
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| August 9, 2022 |
Employment Offer Letter, by and between Cortexyme, Inc. and Dirk Thye, dated May 9,2022 May 9, 2022 Exhibit 10.4 Dirk Thye, MD Via Electronic Delivery Re: Offer of Employment with Cortexyme Dear Dirk: As you are aware, Novosteo Inc. (the ?Company?), is pleased to offer you continued employment with the Company on the terms described below (the ?Agreement?). As you are aware, Cortexyme, Inc. (?Cortexyme?) is acquiring the Company (the ?Transaction?), pursuant to an Agreement and Plan |
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| August 9, 2022 |
Employment Offer Letter, by and between Cortexyme, Inc. and Karen Smith, dated May 9,2022 May 9, 2022 Exhibit 10.3 Karen Smith Via Electronic Delivery Re: Offer of Employment with Cortexyme Dear Karen: As you are aware, Novosteo Inc. (the ?Company?), is pleased to offer you continued employment with the Company on the terms described below (the ?Agreement?). As you are aware, Cortexyme, Inc. (?Cortexyme?) is acquiring the Company (the ?Transaction?), pursuant to an Agreement and Plan o |
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| August 9, 2022 |
Exhibit 10.11 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Karen Smith (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May [19], 2022 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that i |
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| August 1, 2022 |
Exhibit 99.1 NEWS RELEASE Quince Therapeutics Details Strategic Growth Plan with Launch of New Corporate Name Strategic focus centered on advancing innovative precision therapeutics for debilitating and rare diseases Highly differentiated bone-targeting drug platform and lead precision bone growth molecule NOV004 to address underserved therapeutic areas with major, unmet medical needs Pursuing str |
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| August 1, 2022 |
Exhibit 3.2 QUINCE THERAPEUTICS, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS QUINCE THERAPEUTICS, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page ARTICLE I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Organization 2 Section 1. |
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| August 1, 2022 |
Certificate of Amendment to the registrant’s Certificate of Incorporation, effective August 1, 2022 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORTEXYME, INC. Cortexyme, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: A. The Corporation was originally incorporated, and the original Certificate of Incorporation was filed with the Secretary of State of the State |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 QUINCE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commissio |
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| July 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 8, 2022 |
CRTX / Cortexyme Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) June 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| June 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (Commi |
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| May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 20, 2022 |
Novosteo Inc. 2019 Equity Incentive Plan Exhibit 99.4 NOVOSTEO INC. 2019 EQUITY INCENTIVE PLAN APPROVED BY THE BOARD OF DIRECTORS: May 20, 2019 APPROVED BY THE STOCKHOLDERS: May 20, 2019 AMENDED BY THE BOARD OF DIRECTORS: August 11, 2020 APPROVED BY THE STOCKHOLDERS: August 11, 2020 AMENDED BY THE BOARD OF DIRECTORS: December 16, 2020 APPROVED BY THE STOCKHOLDERS: December 29, 2020 1. Purposes of the Plan. The purposes of this Plan are: |
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| May 20, 2022 |
Cortexyme, Inc. 2022 Inducement Plan EX-99.1 4 d265791dex991.htm EX-99.1 Exhibit 99.1 CORTEXYME, INC. 2022 INDUCEMENT PLAN 1. Purposes of the Plan; Eligible Recipients; Types of Awards. This Plan, through the granting of Awards, is intended to provide (i) an inducement material for certain individuals to enter into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Marketplace Rules, (ii) incentives for s |
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| May 20, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cortexyme, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| May 20, 2022 |
Exhibit 99.3 CORTEXYME, INC. 2022 INDUCEMENT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Cortexyme, Inc. 2022 Inducement Plan (the ?Plan?) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the ?Award Agreement?). I. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: You have been granted the right to rec |
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| May 20, 2022 |
As filed with the Securities and Exchange Commission on May 20, 2022 As filed with the Securities and Exchange Commission on May 20, 2022 Registration No. |
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| May 20, 2022 |
Exhibit 99.2 CORTEXYME, INC. 2022 INDUCEMENT PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Cortexyme, Inc. 2022 Inducement Plan (the ?Plan?) will have the same defined meanings in this Stock Option Award Agreement (the ?Award Agreement?). I. NOTICE OF STOCK OPTION GRANT Participant Name: You have been granted an Option to purchase Common Stock of Corte |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 19, 2022 |
Up to $150,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-238851 PROSPECTUS Up to $150,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, relating to the sale of shares of our common stock offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of ou |
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| May 17, 2022 |
As filed with the Securities and Exchange Commission on May 17, 2022 POS EX 1 d356169dposex.htm POS EX As filed with the Securities and Exchange Commission on May 17, 2022 Registration No. 333-238851 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 90-1024039 (State |
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| May 12, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CORTEXYME, INC QUINCE MERGER SUB I, INC. QUINCE MERGER SUB II, LLC NOVOSTEO INC. AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDERS? REPRESENTATIVE DATED AS OF MAY 9, 2022 TABLE OF CONTENTS PAGE SECTION 1. DESCRIPTION OF TRANSACTION 1 1.1 The Merger 1 1.2 Effect of the Merger 2 1.3 Closing; Effective Time 3 1.4 |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 10, 2022 |
Exhibit 99.1 Cortexyme Announces Agreement to Acquire Novosteo Expanding pipeline with addition of targeted therapeutics to treat rare skeletal diseases, bone cancer and injury Strengthening leadership team with appointment of Novosteo executives Dr. Dirk Thye as CEO and Dr. Karen Smith as CMO of combined company Planning corporate name change to Quince Therapeutics to reflect broadening of therap |
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| May 10, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 CORTEXYME, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38890 90-1024039 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Cortexyme |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (Com |
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| April 27, 2022 |
DEFA14A 1 d252143ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 27, 2022 |
DEF 14A 1 d337053ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (Com |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 Table of Contents As filed with the Securities and Exchange Commission on March 4, 2022 Registration No. |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38890 Cortexyme, Inc. |
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| March 1, 2022 |
Severance Agreement, dated February 1, 2022, between Stephen Dominy and the Registrant Exhibit 10.2 CORTEXYME, INC. February 1, 2022 Stephen S. Dominy, M.D. VIA EMAIL Dear Steve: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Cortexyme, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. You and the Company have mutually decided to end your employment. Your last day of work with the Company and your em |
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| March 1, 2022 |
As filed with the Securities and Exchange Commission on March 1, 2022 As filed with the Securities and Exchange Commission on March 1, 2022 Registration No. |
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| March 1, 2022 |
Severance Agreement, dated February 1, 2022, between Casey Lynch and the Registrant EX-10.1 2 crtx-ex101.htm EX-10.1 Exhibit 10.1 CORTEXYME, INC. February 1, 2022 Casey C. Lynch VIA EMAIL Dear Casey: This letter sets forth the substance of the separation agreement (the “Agreement”) that Cortexyme, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. You and the Company have mutually decided to end your employment. Your last day of work with |
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| March 1, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cortexyme, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| February 14, 2022 |
CRTX / Cortexyme Inc / PFIZER INC - SC 13G/A 3 CORTEXYME Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) 1 Cortexyme, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2021 |
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| February 14, 2022 |
EX-99.1 2 cortexymesc13ga1xexhx99x1.htm EX-99.1 JOINT FILING AGREEMENT CUSIP No. 22053A107 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 99.1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange A |
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| February 11, 2022 |
CRTX / Cortexyme Inc / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 11, 2022 |
CRTX / Cortexyme Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 7, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Post-Effective Amendment to Form S-3 (Form Type) Cortexyme, Inc. |
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| February 7, 2022 |
Exhibit 4.8 Cortexyme, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 Section 2.0 |
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| February 7, 2022 |
As filed with the Securities and Exchange Commission on February 7, 2022 Table of Contents As filed with the Securities and Exchange Commission on February 7, 2022 Registration No. |
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| February 2, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| January 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2022 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| December 23, 2021 |
EX-10.1 3 d221389dex101.htm EX-10.1 Exhibit 10.1 OPEN MARKET SALE AGREEMENTSM December 23, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Cortexyme, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), |
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| December 23, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) ( |
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| December 23, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-238851 CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, par value $0.001 per share $150,000,000 $13,905.00 (1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the ?Securities Act?), based o |
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| December 10, 2021 |
CRTX / Cortexyme Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| December 10, 2021 |
CRTX / Cortexyme Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| October 29, 2021 |
Exhibit 10.1 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Ted Monohon (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of September 21, 2021 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined tha |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Corte |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| October 8, 2021 |
CRTX / Cortexyme Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) September 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| October 8, 2021 |
CRTX / Cortexyme Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) September 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| August 6, 2021 |
Exhibit 10.5 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Michael Detke (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May 21, 2020 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that it |
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| August 6, 2021 |
Exhibit 10.4 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Leslie Holsinger, Ph.D. (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May 18, 2020 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determin |
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| August 6, 2021 |
Exhibit 10.6 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Stephen S. Dominy, M.D. (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May 19, 2020 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determin |
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| August 6, 2021 |
Exhibit 10.7 THIRD AMENDMENT TO SUB-SUBLEASE THIS THIRD AMENDMENT TO SUB-SUBLEASE (this "Third Amendment ") is made and entered into effective as of July 15, 2021 (the "Effective Date"), by and between VERILY LIFE SCIENCES LLC, a Delaware limited liability company ("Sub-Sublandlord"), and CORTEXYME, INC., a Delaware corporation ("Sub-Subtenant"). R E C I T A L S: A Sub-Sublandlord and Sub-Subtenan |
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| August 6, 2021 |
Exhibit 10.1 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Casey C. Lynch (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May 19, 2020 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that i |
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| August 6, 2021 |
Exhibit 10.2 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Caryn McDowell (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May 18, 2020 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that i |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Cortexyme, |
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| August 6, 2021 |
Exhibit 10.3 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Christopher Lowe (?Executive?) and Cortexyme, Inc. (the ?Company?), effective as of May 18, 2020 (the ?Effective Date?). RECITALS 1. The Board of Directors of the Company (the ?Board?) has determined that |
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| June 18, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (Comm |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (Commi |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Cortexyme |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 27, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 CORTEXYME, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 (Title of Class of Securities) 22053A 107 (CUSIP Number) DECEMBER 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur |
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| March 25, 2021 |
CUSIP No. 22053A107 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 99.1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: March 25, 2021 PFIZER INC. By: /s/ Susan |
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| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Cortexyme, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22053A107 (CUSIP Number) March 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| March 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) February 26, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| March 1, 2021 |
Exhibit 4.3 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Cortexyme, Inc. (?we,? ?our,? ?us,? or the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (?1934 Act?): our common stock. The following summary of the terms of our common stock is based upon our amended an |
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| March 1, 2021 |
As filed with the Securities and Exchange Commission on March 1, 2021 Registration No. |
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| March 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38890 Cortexyme, Inc. |
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| February 16, 2021 |
CUSIP No. 22053A107 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 99.1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: February 12, 2021 PFIZER INC. By: /s/ Su |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) ( |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Cortexyme, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 16, 2021 |
EX-99.1 2 d139193dex991.htm EX-99.1 Exhibit 99.1 Cortexyme Provides Regulatory Update on Development Program for Atuzaginstat in Alzheimer’s Disease — Double-blind phase of GAIN Trial to continue as planned, with top-line data expected Q4 2021 — Open-Label Extension of atuzaginstat to stop dosing and enrollment SOUTH SAN FRANCISCO, Calif. – February 15, 2021 – Cortexyme, Inc. (NASDAQ: CRTX), a cli |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cortexyme, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| February 1, 2021 |
crtx13ga3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cortexyme, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) ý Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d |
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| January 29, 2021 |
Exhibit 99.1 Identification of the subsidiary which acquired the security being reported on by the parent holding company. The reported securities are beneficially owned by Takeda Ventures, Inc., a direct wholly-owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc., which, in turn, is a direct subsidiary of Takeda Pharmaceuticals International AG and Takeda Pharmaceutical Company Limited. Takeda |
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| January 29, 2021 |
EX-99.2 3 exhibit992-012821.htm EX-99.2 Exhibit 99.2 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Cortexyme, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as ame |
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| January 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CORTEXYME, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| January 26, 2021 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| January 26, 2021 |
EX-99.1 Exhibit 99.1 Investor Contact: Chris Lowe Cortexyme, Inc. Chief Financial Officer [email protected] Media Contact: Hal Mackins For Cortexyme, Inc. [email protected] (415) 994-0040 Cortexyme Announces Pipeline Update and Anticipated 2021 Milestones — Based upon successful completion of the GAIN Trial’s interim analysis, pipeline expansion announced for 2021 — Atuzaginstat to be studied |
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| January 25, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization |
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| December 4, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2020 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Corte |
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| August 14, 2020 |
Separation Agreement by and between Kristen Gafric and Cortexyme, Inc., dated as of April 27, 2020. Exhibit 10.3 269 East Grand Ave. South San Francisco, CA 94080 April 27, 2020 Kristen Gafric 2845 Union Street San Diego, CA 92103 Dear Kristen: This letter (the “Agreement”) confirms the agreement between you and Cortexyme, Inc., a Delaware corporation (the “Company”), regarding the end of your employment with the Company. 1.Resignation. By signing this Agreement, you hereby confirm your prior re |
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| August 14, 2020 |
Exhibit 10.1 SECOND AMENDMENT TO SUB‑SUBLEASE THIS SECOND AMENDMENT TO SUB‑SUBLEASE (this “Second Amendment”) is made and entered into effective as of May 26, 2020 (the “Effective Date”), by and between VERILY LIFE SCIENCES LLC, a Delaware limited liability company (“Sub‑Sublandlord”), and CORTEXYME, INC., a Delaware corporation (“Sub‑Subtenant”). R E C I T A L S : A.Sub‑Sublandlord and Sub‑Subten |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Cortexyme, |
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| June 10, 2020 |
Submission of Matters to a Vote of Security Holders 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2020 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| June 1, 2020 |
Power of Attorney (previously filed with the SEC) S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 1, 2020 Registration No. |
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| June 1, 2020 |
EX-4.8 Exhibit 4.8 CORTEXYME, INC. AND , as Trustee, INDENTURE Dated as of Debt Securities Reconciliation and tie between Trust Indenture Act of 1939, as amended, and the Indenture Trust Indenture Act Section Indenture Section (S)310(a)(1) 6.8 (a)(2) 6.8 (b) 6.9 (S)312(a) 7.1 (b) 7.2 (c) 7.2 (S)313(a) 7.3 (b)(2) 7.3 (c) 7.3 (d) 7.3 (S)314(a) 7.4 (c)(1) 1.2 (c)(2) 1.2 (e) 1.2 (f) 1.2 (S)316(a) (las |
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| May 21, 2020 |
Form of Executive Change in Control and Severance Agreement. EX-10.1 Exhibit 10.1 CORTEXYME, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and Cortexyme, Inc. (the “Company”), effective as of , (the “Effective Date”). RECITALS 1. The Board of Directors of the Company (the “Board”) has determined that it is in the best i |
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| May 21, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2020 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| May 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Cortexyme |
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| May 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2020 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| May 12, 2020 |
EX-99.1 Exhibit 99.1 Investor Contact: Chris Lowe Cortexyme, Inc. Chief Financial Officer [email protected] Media Contact: Hal Mackins For Cortexyme, Inc. [email protected] (415) 994-0040 Cortexyme Announces First Quarter 2020 Financial Results and Provides Business Update — Interim analysis for the GAIN Trial on track for Q4 2020, with top-line results from study’s final analysis expected in |
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| April 30, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2020 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) |
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| April 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?Preliminary Proxy Statement ?Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ?Definiti |
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| April 22, 2020 |
DEF 14A 1 crtx-def14a20191231.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (a |
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| April 13, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-237594 2,500,000 Shares Common Stock This prospectus relates to the resale, from time to time, of up to 2,500,000 shares of our common stock by the selling stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) identified in this prospectus. The selling sto |
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| April 9, 2020 |
CORRESP 269 East Grand Ave. South San Francisco, CA 94080 April 9, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Chris Edwards, Office of Life Sciences Re: Cortexyme, Inc. Registration Statement on Form S-1 Filed April 7, 2020 File No. 333-237594 REQUEST FOR ACCELERATION OF EFFECTIVENESS Acceleration Request R |
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| April 7, 2020 |
As filed with the Securities and Exchange Commission on April 7, 2020 Table of Contents As filed with the Securities and Exchange Commission on April 7, 2020 Registration No. |
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| March 17, 2020 |
Exhibit 99.1 Investor Contact: Chris Lowe Cortexyme, Inc. Chief Financial Officer [email protected] Media Contact: Hal Mackins For Cortexyme, Inc. [email protected] (415) 994-0040 Cortexyme Announces Fourth Quarter and Full Year 2019 Financial Results and Provides Business Update ? Following initial public offering and private placement, Cortexyme is well capitalized and focused on high qualit |
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| March 17, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2020 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (Com |
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| March 16, 2020 |
As filed with the Securities and Exchange Commission on March 16, 2020 As filed with the Securities and Exchange Commission on March 16, 2020 Registration No. |
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| March 16, 2020 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Cortexyme, Inc. (?we,? ?our,? ?us,? or the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (?1934 Act?): our common stock. The following summary of the terms of our common stock is based upon our amende |
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| March 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38890 Cortexyme, Inc. |
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| February 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cortexyme, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 22053A 107 (CUSIP Number) February 10, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 6, 2020 |
Cortexyme Announces $125 Million Private Placement Exhibit 99.1 Media Contact: Hal Mackins For Cortexyme, Inc. [email protected] (415) 994-0040 Cortexyme Announces $125 Million Private Placement SOUTH SAN FRANCISCO, Calif. ? February 5, 2020 ? Cortexyme, Inc. (Nasdaq: CRTX), a clinical stage biopharmaceutical company pioneering a novel disease-modifying therapeutic approach to treat Alzheimer?s and other degenerative diseases, today announced th |
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| February 6, 2020 |
Form of Stock Purchase Agreement Exhibit 4.1 FORM OF STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?) is made as of February 5, 2020 (the ?Effective Date?) by and between Cortexyme, Inc., a Delaware corporation (the ?Company?), and [] (?Purchaser?). 1. Issuance of Shares. Effective as the Effective Date, the Company agrees to issue and sell to Purchaser [] shares (the ?Shares?) of the Company?s Common Sto |
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| February 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2020 CORTEXYME, INC. (Exact name of registrant as specified in its charter) Delaware 001-38890 90-1024039 (State or other jurisdiction of incorporation or organization) (C |
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| January 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cortexyme, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 22053A107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) ? Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1(d) *The remaind |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38890 Corte |
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| September 30, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cortexyme, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 22053A 107 (CUSIP Number) September 30, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| September 30, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cortexyme, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 22053A 107 (CUSIP Number) September 30, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| August 9, 2019 |
EXHIBIT 10.1 Amendment 1 to Sub-Sublease This Amendment (this ?Amendment?) is effective as of the date of last signature below (?Amendment Effective Date?) by and between Verily Life Sciences LLC (?Sub-Sublandlord?) and Cortexyme, Inc. (?Sub-Subtenant?) Reference is made to that certain Sub-Sublease by and between the Parties, dated as of June 18, 2018 (the ?Sub-Sublease?). All capitalized terms n |
