SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 435 TASSO STREET, SUITE 300 |
|
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
05/08/2019
|
3. Issuer Name and Ticker or Trading Symbol
Cortexyme, Inc.
[ CRTX ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common Stock |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series A Reedemable Convertible Preferred Stock |
|
|
Common Stock |
2,360,071 |
|
D
|
|
| Series B Reedemable Convertible Preferred Stock |
|
|
Common Stock |
319,731 |
|
D
|
|
1. Name and Address of Reporting Person*
| 435 TASSO STREET, SUITE 300 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1-1, NIHONBASHI-HONCHO 2-CHOME |
| CHUO-KU |
(Street)
|
1. Name and Address of Reporting Person*
| THURGAUERSTRASSE 130 |
| 8152 GLATTPARK-OPFIKON |
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
|
|
|
| Remarks: |
|
|
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Ventures, Inc. |
05/08/2019 |
|
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceutical Company Limited |
05/08/2019 |
|
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceuticals International AG |
05/08/2019 |
|
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceuticals U.S.A, Inc. |
05/08/2019 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned as a Section 16 reporting person of Cortexyme, Inc. (the
"Company"), hereby constitutes and appoints Chris Lowe, Kristen Gafric and Casey
Lynch, and each of them, the undersigned's true and lawful attorney in fact to:
(1) execute, deliver and file for and on behalf of the undersigned, Forms 3, 4,
and 5 in accordance with Section 16(a) of the Exchange Act;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act. The undersigned further acknowledges and agrees
that the attorney-in-fact and the Company are relying on written and oral
information provided by the undersigned to complete such forms and the
undersigned is responsible for reviewing the completed forms prior to their
filing. The attorney-in-fact and the Company are not responsible for any errors
or omissions in such filings. The attorney-in-fact and the Company are not
responsible for determining whether or not the transactions reported could be
matched with any other transactions for the purpose of determining liability for
short-swing profits under Section 16(b).
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of April, 2019.
Takeda Ventures, Inc.
By: /s/ Michael Martin
Signature
Name: Michael Martin
Title: President
Exhibit 24.2
POWER OF ATTORNEY
The undersigned as a Section 16 reporting person of Cortexyme, Inc. (the
"Company"),
hereby constitutes and appoints Chris Lowe, Kristen Gafric and Casey Lynch, and
each of them,
the undersigned's true and lawful attorney-in-fact to:
(1) execute, deliver and file for and on behalf of the undersigned, Forms 3, 4,
and 5 in
accordance with Section 16(a) of the Exchange Act;
(2) do and perform any and all acts for and on behalf of the undersigned which
may
be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(4) take any other action of any type whatsoever in connection with the
foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best
interest of, or legally required by, the undersigned, it being understood that
the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes
as the undersigned might or could do if personally present, with full power of
substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned
acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act. The undersigned further acknowledges and
agrees that the
attorney-in-fact and the Company are relying on written and oral information
provided by the
undersigned to complete such forms and the undersigned is responsible for
reviewing the
completed forms prior to their filing. The attorney-in-fact and the Company are
not responsible
for any errors or omissions in such filings. The attorney-in-fact and the
Company are not
responsible for determining whether or not the transactions reported could be
matched with any
other transactions for the purpose of determining liability for short-swing
profits under
Section 16(b).
This Power of Attorney shall remain in full force and effect until the
undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a
signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be
executed as of this 8th day of May, 2019.
TAKEDA PHARMACEUTICAL COMPANY LIMITED
By: /s/ Yoshihiro Nakagawa
Signature
Name: Yoshihiro Nakagawa
Title: Corporate Officer, Global General Counsel
Exhibit 24.3
POWER OF ATTORNEY
The undersigned as a Section 16 reporting person of Cortexyme, Inc. (the
"Company"),
hereby constitutes and appoints Chris Lowe, Kristen Gafric and Casey Lynch, and
each of them,
the undersigned's true and lawful attorney-in-fact to:
(1) execute, deliver and file for and on behalf of the undersigned, Forms 3, 4,
and 5 in
accordance with Section 16(a) of the Exchange Act;
(2) do and perform any and all acts for and on behalf of the undersigned which
may
be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(4) take any other action of any type whatsoever in connection with the
foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best
interest of, or legally required by, the undersigned, it being understood that
the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes
as the undersigned might or could do if personally present, with full power of
substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned
acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act. The undersigned further acknowledges and
agrees that the
attorney-in-fact and the Company are relying on written and oral information
provided by the
undersigned to complete such forms and the undersigned is responsible for
reviewing the
completed forms prior to their filing. The attorney-in-fact and the Company are
not responsible
for any errors or omissions in such filings. The attorney-in-fact and the
Company are not
responsible for determining whether or not the transactions reported could be
matched with any
other transactions for the purpose of determining liability for short-swing
profits under
Section 16(b).
This Power of Attorney shall remain in full force and effect until the
undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a
signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be
executed as of this 8th day of May, 2019.
Takeda Pharmaceuticals International AG
By: /s/ Andrea Ferrari
Signature
Name: Andrea Ferrari
Title: VP, Regional General Counsel Europe and Canada
Exhibit 24.4
POWER OF ATTORNEY
The undersigned as a Section 16 reporting person of Cortexyme, Inc. (the
"Company"),
hereby constitutes and appoints Chris Lowe, Kristen Gafric and Casey Lynch, and
each of them,
the undersigned's true and lawful attorney-in-fact to:
(1) execute, deliver and file for and on behalf of the undersigned, Forms 3, 4,
and 5 in
accordance with Section 16(a) of the Exchange Act;
(2) do and perform any and all acts for and on behalf of the undersigned which
may
be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority;
(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(4) take any other action of any type whatsoever in connection with the
foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best
interest of, or legally required by, the undersigned, it being understood that
the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes
as the undersigned might or could do if personally present, with full power of
substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned
acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply
with Section 16 of the Exchange Act. The undersigned further acknowledges and
agrees that the
attorney-in-fact and the Company are relying on written and oral information
provided by the
undersigned to complete such forms and the undersigned is responsible for
reviewing the
completed forms prior to their filing. The attorney-in-fact and the Company are
not responsible
for any errors or omissions in such filings. The attorney-in-fact and the
Company are not
responsible for determining whether or not the transactions reported could be
matched with any
other transactions for the purpose of determining liability for short-swing
profits under
Section 16(b).
This Power of Attorney shall remain in full force and effect until the
undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a
signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be
executed as of this 8th day of May, 2019.
Takeda Pharmaceuticals U.S.A., Inc.
By: /s/ Paul Sundberg
Signature
Name: Paul Sundberg
Title: Assistant Secretary, Head Counsel, U.S. Corporate
