As filed with the Securities and Exchange Commission on March 16, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cortexyme, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 90-1024039 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
269 East Grand Ave.
South San Francisco, CA 94080
(415)910-5717
(Address of Principal Executive Offices) (Zip Code)
Cortexyme, Inc. 2019 Equity Incentive Plan
Cortexyme, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plans)
Casey C. Lynch
Chief Executive Officer
Cortexyme, Inc.
269 East Grand Ave.
South San Francisco, CA 94080
(415)910-5717
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Scott Iyama, Esq.
Niki Fang, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415)773-5700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common stock, $0.001 par value per share | ||||||||
- Reserved for future issuance under the 2019 Equity Incentive Plan | 1,074,776(2) | $37.69(3) | $40,508,307.44 | $5,257.98 | ||||
- Reserved for future issuance the 2019 Employee Stock Purchase Plan | 268,694 (4) | $32.0365 (5) | $8,608,015.34 | $1,117.33 | ||||
TOTAL | 1,343,470 | $49,116,322.78 | $6,375.31 | |||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement onForm S-8 (“Registration Statement”) shall also cover any additional shares of the common stock of Cortexyme, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Represents 1,074,776 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) on January 1, 2020, pursuant to an annual “evergreen” increase provision contained in the 2019 ESPP. |
| (3) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $37.69 was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on March 10, 2020. |
| (4) | Represents 268,694 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) on January 1, 2020, pursuant to an annual “evergreen” increase provision contained in the 2019 ESPP. |
| (5) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $37.69, which was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on March 10, 2020. Under the 2019 ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common stock on the offering date or the purchase date, whichever is less. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E ofForm S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,074,776 additional shares of common stock under the 2019 Plan and 268,694 additional shares of common stock under the 2019 ESPP pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement onForm S-8 filed with the Commission onMay 9, 2019 (Registration No. 333-231307).
| Item 8. | Exhibits. |
The following exhibits are filed herewith:
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP | X | ||||||||||
| 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1) | X | ||||||||||
| 23.2 | Consent of Independent Registered Public Accounting Firm | X | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement) | X | ||||||||||
| 99.1 | 2019 Equity Incentive Plan, and forms of stock award agreements thereunder | S-1/A | 333-230853 | 10.4 | 4/29/2019 | |||||||
| 99.2 | 2019 Employee Stock Purchase Plan | S-1/A | 333-230853 | 10.5 | 4/29/2019 | |||||||
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 16, 2020.
| CORTEXYME, INC. |
/s/ Casey C. Lynch |
| Casey C. Lynch |
| President, Chief Executive Officer and Chairman |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Casey C. Lynch, Christopher Lowe and Kristen Gafric, and each of them, as his or her true andlawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on FormS-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting untosaid attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
Name | Title | Date | ||
/s/ Casey C. Lynch Casey C. Lynch | President, Chief Executive Officer and Chairman of our Board of Directors (Principal Executive Officer) | March 16, 2020 | ||
/s/ Christopher Lowe | Chief Financial Officer (Principal Financial and Accounting Officer) | March 16, 2020 | ||
| Christopher Lowe | ||||
/s/ Stephen S. Dominy | Director | March 16, 2020 | ||
| Stephen S. Dominy | ||||
/s/ David A. Lamond | Director | March 16, 2020 | ||
| David A. Lamond | ||||
/s/ Margaret McLoughlin, Ph.D. | Director | March 16, 2020 | ||
| Margaret McLoughlin, Ph.D. | ||||
/s/ Una Ryan, OBE, Ph.D. | Director | March 16, 2020 | ||
| Una Ryan, OBE, Ph.D. | ||||
/s/ Christopher J. Senner | Director | March 16, 2020 | ||
| Christopher J. Senner | ||||
/s/ Kevin Young, CBE | Director | March 16, 2020 | ||
| Kevin Young, CBE | ||||
