Item 8.01 Other Events.
On May 10, 2022, Cortexyme, Inc. (“Cortexyme”) issued a press release announcing the entry into an Agreement and Plan of Merger and Reorganization, dated May 9, 2022, by and among Cortexyme, Quince Merger Sub I, Inc., a wholly owned subsidiary of Cortexyme, Quince Merger Sub II, LLC, a wholly owned subsidiary of Cortexyme, Novosteo Inc. and Fortis Advisors LLC. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Forward-Looking Statements
Statements in this news release contain “forward-looking statements” that are subject to substantial risks and uncertainties. Forward-looking statements contained in this news release may be identified by the use of words such as “believe,” “expect,” intend,” “potential,” “will” or other similar words. Examples of forward-looking statements include, among others, the ability of the parties to consummate the proposed merger transaction, satisfaction of closing conditions precedent to the consummation of the proposed merger transaction, potential delays in consummating the merger and the ability of Cortexyme to timely and successfully achieve the anticipated benefits of the merger transaction, cash sufficiency forecast, the strategic development path for atuzaginstat and NOV004; its business plans, internal and external development of the pipeline, strategy, planned FDA submissions and clinical trials and timeline, prospects, and milestone expectations; the timing and success of the company’s clinical trials and related data, including plans and the ability to initiate, conduct and/or complete current and additional studies; the timing of announcements and updates relating to its clinical trials and related data; the potential therapeutic benefits, safety and efficacy of the combined company’s product candidate or library of compounds; and statements about its ability to obtain, and the timing relating to, further development of its clinical candidates and other programs or indications, regulatory submissions and interactions with regulators. Forward-looking statements are based on Cortexyme’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict and could cause actual results to differ materially from what the company expects. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, but are not limited to, the risks and uncertainties described in the section titled “Risk Factors” in Cortexyme’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 1, 2022, and other reports as filed with the SEC. Forward-looking statements contained in this news release are made as of this date, and Cortexyme undertakes no duty to update such information except as required under applicable law.
