UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment
No. 4)*
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Quince Therapeutics, Inc.
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(Name of Issuer)
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Common
Stock, $0.001 par value
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(Title of Class of
Securities)
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22053A107
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(CUSIP
Number)
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December 31, 2022
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(Date of Event Which
Requires Filing of this Statement)
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ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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(1)
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Names of Reporting Persons.
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CTEPQ Partners LLC
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(2)
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Check the Appropriate Box if a Member of a
Group (See Instructions)
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(a)
¨
(b)
¨
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
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DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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(5)
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Sole Voting Power
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0
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(6)
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Shared Voting Power
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0
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(7)
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Sole Dispositive Power
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0
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(8)
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Shared Dispositive Power
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0
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(9)
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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0
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(10)
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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(11)
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Percent of Class Represented by Amount in Row
(9)
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0%
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(12)
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Type of Reporting Person (See Instructions)
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PN
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2
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(1)
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Names of Reporting Persons.
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EPQ LLC, CTYM PS
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(2)
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Check the Appropriate Box if a Member of a
Group (See Instructions)
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(a)
¨
(b)
¨
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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(5)
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Sole Voting Power
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0
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(6)
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Shared Voting Power
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0
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(7)
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Sole Dispositive Power
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0
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(8)
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Shared Dispositive Power
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0
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(9)
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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0
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(10)
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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(11)
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Percent of Class Represented by Amount in Row
(9)
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0%
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(12)
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Type of Reporting Person (See Instructions)
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PN
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3
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(1)
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Names of Reporting Persons.
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Chad Boeding
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(2)
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Check the Appropriate Box if a Member of a
Group (See Instructions)
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(a)
¨
(b)
¨
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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(5)
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Sole Voting Power
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520,529
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(6)
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Shared Voting Power
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0
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(7)
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Sole Dispositive Power
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520,529
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(8)
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Shared Dispositive Power
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1,056,191
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(9)
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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1,576,720
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(10)
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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(11)
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Percent of Class Represented by Amount in Row
(9)
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4.4%
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(12)
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Type of Reporting Person (See Instructions)
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OO
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4
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(1)
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Names of Reporting Persons.
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EPIQ Capital Group, LLC
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(2)
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Check the Appropriate Box if a Member of a
Group (See Instructions)
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(a)
¨
(b)
¨
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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(5)
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Sole Voting Power
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0
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(6)
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Shared Voting Power
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0
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(7)
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Sole Dispositive Power
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0
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(8)
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Shared Dispositive Power
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1,056,191
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(9)
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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1,056,191
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(10)
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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(11)
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Percent of Class Represented by Amount in Row
(9)
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2.9%
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(12)
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Type of Reporting Person (See Instructions)
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IA
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5
Item
1(a). Name of Issuer:
Cortexyme, Inc.
Item
1(b). Address of Issuer’s Principal Executive Offices:
269 East Grand Avenue
South San Francisco, CA 94080
Item
2(a). Names of Persons Filing:
CTEPQ Partners LLC (“CTEPQ”)
EPQ LLC, CTYM PS (“CTYM”)
Chad Boeding (“Chad Boeding”)
EPIQ Capital Group, LLC (“EPIQ”)
The
principal business address of each reporting person is 1 Lombard Street, #200, San Francisco, CA 94111.
Item
2(c). Citizenship:
Reference
is made to Item 4 of pages 2–5 of this Schedule 13G (this “Schedule”),
which Items are incorporated by reference herein.
Item
2(d). Title of Class of Securities:
Common
Stock, $0.001 par value (the “Shares”)
Item
2(e). CUSIP Number:
22053A107
Item
3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
¨
(a) Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
¨
(b) Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
¨
(c) Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
¨
(d) Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C 80a-8).
ý
(e) An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
¨
(f) An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
¨
(g) A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G);
6
¨
(h) A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
¨
(i) A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3);
¨
(j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item
4. Ownership.
Reference
is hereby made to Items 5-9 of this Schedule,
which Items are incorporated by reference herein.
CTEPQ directly holds 0 Shares. CTYM directly holds 0 Shares. EPIQ acts as investment manager for CTEPQ and CTYM. Chad Boeding is the CEO and Manager of EPIQ and also controls entities that directly hold Shares: The Boeding Family Trust directly holds 363,676 Shares, Wyntoon Partners LLC directly holds 145,664 Shares, Austin Boeding UTMA directly holds 80 Shares, Chad Boeding Roth IRA directly holds 10,109 Shares, and Kristine Boeding Rollover IRA directly holds 1,000 Shares. EPIQ may be deemed to beneficially own 1,056,191 shares that it manages on behalf of its clients.
Based upon the foregoing, as of the date hereof, each of CTEPQ, CTYM, Chad Boeding, and EPIQ (collectively, the “Reporting Persons”) may be deemed to be the beneficial owner of the number of Shares set forth in Item 9 of such Reporting Person’s cover page hereto. Each Reporting Person disclaims beneficial ownership of the Shares not held directly by such Reporting Person.
The
calculation of percentage of beneficial ownership in item 11 was derived
from Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022, in which the Issuer stated that the number of Shares outstanding as of November 4, 2022 was 36,130,306.
Item
5. Ownership of Five Percent or Less of a
Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item
6. Ownership of More than Five Percent on
Behalf of Another Person.
To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the equityholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
Item
7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
Not Applicable
7
Item
8. Identification and Classification of
Members of the Group
The Reporting Persons have agreed to jointly file this Schedule 13G in accordance with Rule 13d-1(k) of the Exchange Act, the agreement with respect to which is attached hereto as Exhibit 1. Each Reporting Person expressly disclaims beneficial ownership with respect to any Shares other than the Shares owned of record by such Reporting Person.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
By
signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement
is true, complete and correct.
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Dated: February XX, 2023
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CTEPQ Partners LLC
By: EPIQ Capital Group, LLC, its investment manager
By: Chad Boeding, CEO and Manager
By: /s/ Chad Boeding
Name: Chad Boeding
Title: CEO and Manager
EPQ LLC, CTYM PS
By: EPIQ Capital Group, LLC, its investment manager
By: Chad Boeding, CEO and Manager
By: /s/ Chad Boeding
Name: Chad Boeding
Title: CEO and Manager
EPIQ Capital Group, LLC
By: /s/ Chad Boeding
Name: Chad Boeding
Title: CEO and Manager
Chad Boeding
/s/ Chad Boeding
Name: Chad Boeding
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8
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them Statements on Schedule 13D or Schedule 13G, as applicable (including amendments thereto), with regard to the securities of Cortexyme, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to any such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement.
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Dated: February 1, 2021
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CTEPQ Partners LLC
By: EPIQ Capital Group, LLC, its investment manager
By: Chad Boeding, CEO and Manager
By: /s/ Chad Boeding
Name: Chad Boeding
Title: CEO and Manager
EPQ LLC, CTYM PS
By: EPIQ Capital Group, LLC, its investment manager
By: Chad Boeding, CEO and Manager
By: /s/ Chad Boeding
Name: Chad Boeding
Title: CEO and Manager
EPIQ Capital Group, LLC
By: /s/ Chad Boeding
Name: Chad Boeding
Title: CEO and Manager
Chad Boeding
/s/ Chad Boeding
Name: Chad Boeding
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9
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