As filed with the Securities and Exchange Commission on March 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Cortexyme, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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90-1024039
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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:
Gordon K. Ho
Cooley
LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common stock, $0.001 par value per share
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- Reserved for future issuance under the 2019 Equity
Incentive Plan
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1,181,729 (2)
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$31.49 (3)
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$37,212,646.21
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$4,060.00
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- Reserved for future issuance the 2019 Employee Stock
Purchase Plan
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295,432 (4)
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$26.77 (5)
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$7,908,714.64
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$863.00
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TOTAL
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1,477,161
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$45,121,360.85
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$4,923.00
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
registration statement on Form 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 Registrants receipt of consideration that results in an increase in the
number of the outstanding shares of the Registrants common stock.
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(2)
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Represents 1,181,729 additional shares of the Registrants common stock that were automatically added to
the shares authorized for issuance under the Registrants 2019 Equity Incentive Plan (the 2019 Plan) on January 1, 2021, pursuant to an annual evergreen increase provision contained in the 2019 ESPP.
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(3)
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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 $31.49 was computed by averaging the high and low prices of a share of the Registrants common stock as reported on The Nasdaq Global Select Market on
February 23, 2021.
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(4)
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Represents 295,432 additional shares of the Registrants common stock that were automatically added to the
shares authorized for issuance under the Registrants 2019 Employee Stock Purchase Plan (the 2019 ESPP) on January 1, 2021, pursuant to an annual evergreen increase provision contained in the 2019 ESPP.
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(5)
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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 $31.49, which was computed by averaging the high and low prices of a share of the Registrants common stock as reported on The Nasdaq Global
Select Market on February 23, 2021. Under the 2019 ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrants common stock on the offering date or the purchase date, whichever is less.
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