0001209191-22-031508.txt : 20220523 0001209191-22-031508.hdr.sgml : 20220523 20220523202415 ACCESSION NUMBER: 0001209191-22-031508 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220519 FILED AS OF DATE: 20220523 DATE AS OF CHANGE: 20220523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Karen L. CENTRAL INDEX KEY: 0001639637 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38890 FILM NUMBER: 22953560 MAIL ADDRESS: STREET 1: C/O JAZZ PHARMACEUTICALS PLC STREET 2: 5TH FL, WATERLOO EXCHANGE, WATERLOO RD CITY: DUBLIN L2 4 STATE: L2 ZIP: 0 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cortexyme, Inc. CENTRAL INDEX KEY: 0001662774 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 269 EAST GRAND AVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 415-910-5717 MAIL ADDRESS: STREET 1: 269 EAST GRAND AVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-19 0 0001662774 Cortexyme, Inc. CRTX 0001639637 Smith Karen L. C/O CORTEXYME, INC. 269 EAST GRAND AVE. SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Chief Medical Officer Common Stock 2022-05-19 4 A 0 24336 A 24336 D Employee Stock Option (right to buy) 0.55 2022-05-19 4 A 0 151799 A 2032-03-27 Common Stock 151799 151799 D Employee Stock Option (right to buy) 2.98 2022-05-23 4 A 0 1365449 0.00 A 2032-05-22 Common Stock 1365449 1365449 D On March 19, 2022, the Issuer completed acquisition (the "Merger") of Novosteo Inc. ("Novosteo"), pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of May 9, 2022, (the "Merger Agreement"), by and among the Issuer, Quince Merger Sub I, Inc., a wholly owned subsidiary of the Issuer, Quince Merger Sub II, LLC, a wholly owned subsidiary of the Issuer, Novosteo, and Fortis Advisors LLC, solely in its capacity as the securityholders' representative. Pursuant to the terms of the Merger Agreement, at the closing of the Merger, the shares held by the Reporting Person in Novosteo were automatically cancelled and converted into the right to receive shares of common stock of the Issuer. The shares subject to the option shall vest over a four-year period, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date and the remainder vesting in 36 equal monthly installments over the following three years. Received in the Merger in exchange for an employee stock option to acquire 1,667,000 shares of Novosteo common stock for $0.05 per share. /s/ Chris Lowe, Attorney-in-Fact for Karen L. Smith 2022-05-23