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