| Item 1.01 | Entry into a Material Definitive Agreement |
On February 5, 2020, Cortexyme, Inc. (the “Company”) entered into Stock Purchase Agreements (the “Purchase Agreements”) with certain accredited investors named therein (the “Investors”), including an entity affiliated with David A. Lamond, a member of the board of directors of the Company.
Pursuant to the Purchase Agreements, the Company agreed to issue and sell an aggregate of 2,500,000 shares of its common stock, par value $0.001 per share (the “Shares”), at a purchase price equal to $50.00 per share to the Investors for aggregate gross proceeds of $125.0 million (the “Offering”). The closing of the Offering is expected to occur on February 10, 2020.
Pursuant to the Purchase Agreements, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days after the closing of the Offering for purposes of registering the resale of the Shares. The Company agreed to use its reasonable efforts to cause this registration statement to be declared effective as soon as practicable after the filing thereof. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares.
All of the Shares were offered and will be sold by the Company pursuant to an exemption from the registration requirements of the Securities Act 1933, as amended, provided by Section 4(a)(2) as a transaction with accredited investors not involving a public offering.
The foregoing summary of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Purchase Agreement, which is filed as Exhibit 4.1 to this Current Report on Form8-K.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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