What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-11-06 compared with 2024-08-14 · 47 added, 6 removed, 15 unchanged (78% of the section changed)

1 unchanged sentence

(a) Recent Sales of Unregistered Equity Securities.

On April 9, 2024, upon the closing of our IPO, all shares of outstanding convertible preferred stock automatically converted into 9,177,064 shares of Class A common stock and 6,729,172 shares of Class B common stock.

The issuance of such shares common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 3(a)(9) of the Securities Act, involving an exchange of securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

No underwriters were involved in this issuance of shares.

On April 2, 2024, we sold 8,933 shares of our Class A common stock upon the exercise of outstanding options under our 2012 Equity Incentive Plan at an exercise price per share of $1.35, for an aggregate sales price of $12,060.

The forgoing transaction involved the issuance of securities to an employee of the Company and is exempt from registration pursuant to Rule 701 promulgated under the Securities Act as a transaction pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701.

No underwriters were involved in this issuance of shares.

(b) Use of Proceeds from Initial Public Offering of Common Stock.

11 unchanged sentences

Not Applicable.

Other Information.

From time to time, our officers (as defined in Rule 16a - 1 (f) of the Exchange Act) and directors may enter into Rule 10b5 - 1 or non-Rule 10b5 - 1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).

During the three months ended September 30, 2024, none of our officers or directors adopted or terminated any such trading arrangements except as set forth below:

(Title) Action Taken

(Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities

Carmine Stengone

( President and Chief Executive Officer )

( August 19, 2024 ) Rule 10b5 - 1 trading arrangement* Sale Until November 19, 2025 , or such earlier date upon which all transactions are completed or expire without execution Up to 250,980 shares

( Chief Financial Officer )

( August 19, 2024 ) Rule 10b5 - 1 trading arrangement* Sale Until November 19, 2025 , or such earlier date upon which all transactions are completed or expire without execution Up to 41,780 shares

Daniel Lorrain, Ph.D.

( Chief Scientific Officer )

( August 19, 2024 ) Rule 10b5 - 1 trading arrangement* Sale Until November 19, 2025 , or such earlier date upon which all transactions are completed or expire without execution Up to 188,325 shares

Stephen Huhn, M.D.

( Chief Medical Officer and Senior Vice President, Clinical Development )

( August 19, 2024 ) Rule 10b5 - 1 trading arrangement* Sale Until November 19, 2025 , or such earlier date upon which all transactions are completed or expire without execution Up to 47,300 sha res

( General Counsel and Corporate Secretary )

( August 20, 2024 ) Rule 10b5 - 1 trading arrangement* Sale Until November 19, 2025 , or such earlier date upon which all transactions are completed or expire without execution Up to 11,328 shares

Lori Lyons-Williams

( August 21, 2024 ) Rule 10b5 - 1 trading arrangement* Sale Until November 19, 2025 , or such earlier date upon which all transactions are completed or expire without execution Up to 11,784 shares

* Intended to satisfy the affirmative defense of Rule 10b5 - 1 (c)

Incorporated by Reference

Filed Herewith

Amended and Restated Certificate of Incorporation of the Registrant.

Amended and Restated Bylaws of the Registrant.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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_________________________________________

* The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Contineum Therapeutics, Inc.

November 6, 2024

/s/ Carmine Stengone

Carmine Stengone

President and Chief Executive Officer

(Principal Executive Officer)

November 6, 2024

/s/ Peter Slover

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities