Contineum Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (a) Recent Sales of Unregistered Equity Securities. None. (b) Use of Proceeds from Initial Public Offering of Common Stock. On April 4, 2024, our registration statement on Form S-1 (333-278003) relating to the initial public offering of our common stock was declared effective by the SEC (the "Registration Statement"). Pursuant to such Registration Statement, we issued and sold an aggregate of 7,423,682 shares of our common stock, which includes 548,682 shares sold pursuant to the underwriters’ partial exercise of their option to purchase additional shares, at the public offering price of $16.00 per share. On April 9, 2024, we closed the sale of 6,875,000 shares and on April 19, 2024, we closed the sale of the 548,682 shares sold pursuant to the underwriters’ exercise of their option to purchase additional shares. The aggregate offering price for shares sold in the IPO was approximately $118.8 million, resulting in aggregate net proceeds of approximately $107.9 million, after deducting the underwriting discounts, commissions and offering expenses paid or payable by us. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to our affiliates. Goldman Sachs & Co. LLC, Morgan Stanley, Stifel and RBC Capital Markets acted as joint book-running managers for the IPO. There has been no material change in the planned use of proceeds from the IPO from those described in the Prospectus, dated April 4, 2024, filed with the SEC on April 8, 2024, pursuant to Rule 424(b) of the Securities Act. (c) Issuer Purchases of Equity Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not Applicable. It em 5 . 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: Name (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 ) Adoption ( 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 Peter Slover ( Chief Financial Officer ) Adoption ( 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 ) Adoption ( 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 ) Adoption ( 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 John Healy ( General Counsel and Corporate Secretary ) Adoption ( 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 ( Director ) Adoption ( 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) 22 Table of Contents Item 6. Exhibits Incorporated by Reference Filed Herewith Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant. 8-K 001-42001 3.1 04/09/2024 3.2 Amended and Restated Bylaws of the Registrant. 8-K 001-42001 3.2 04/09/2024 23 Table of Contents 31.1 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. X 31.2 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. X 32.1* 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. X 32.2* 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. X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). X _________________________________________ * 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. 24 Table of Contents SIGNATURES 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 By: /s/ Carmine Stengone Carmine Stengone President and Chief Executive Officer (Principal Executive Officer) November 6, 2024 By: /s/ Peter Slover Peter Slover Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 25