Contineum Therapeutics, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management ’ s Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company's independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined by Exchange Act Rule 13a-15(f) and 15d-15(f)) that occurred for the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 113 Table of Contents Item 9B. Other Information. Trading Arrangements During the quarter ended December 31, 2024, none of our directors or officers adopted or terminated any Rule 10b5 - 1 trading arrangement or any non-Rule 10b5 - 1 trading arrangement (as such terms are defined pursuant to Item 408 (a) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Information required by this item and not set forth below will be set forth in the sections headed “Directors, Executive Officers and Corporate Governance” and “Proposal 1—Election of Directors” contained in our definitive Proxy Statement to be filed with the Commission within 120 days after the conclusion of our year ended December 31, 2024 (the “Proxy Statement”) pursuant to General Instructions G(3) of Form 10-K and is incorporated herein by reference. We have adopted a Code of Conduct that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions. A current copy of the Code of Conduct is available on the Corporate Governance section of our website at www.contineum-tx.com on the “Corporate Governance” page of the section titled “Investors.” If we make any substantive amendments to the Code Conduct or grant any waiver from a provision of the Code Conduct to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K. Item 11. Executive Compensation. The information required by this item will be set forth in the sections headed “Executive Compensation,” “Director Compensation,” and “Directors, Executive Officers and Corporate Governance” contained in our Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be set forth in the sections headed “Security Ownership of Certain Beneficial Owners and Management,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Securities Authorized for Issuance Under Equity Compensation Plans” contained in our Proxy Statement and is incorporated herein by reference. 114 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be set forth in the sections headed “Certain Relationships and Related Party Transactions” and “Directors, Executive Officers and Corporate Governance” contained in our Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information required by this item will be set forth in the section headed “Independent Registered Public Accounting Firm” and “Proposal 2—Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025” contained in our Proxy Statement and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report: (1) Financial Statements . The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report. (2) Financial Statement Schedules . Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or notes thereto. (3) Exhibits . The following is a list of exhibits filed or furnished as part of this Annual Report on Form 10-K. Exhibits Incorporated by Reference Filed Exhibit Number Description Form File No. Exhibit Filing Date Herewith 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 4.1 Form of Registrant’ s Class A common stock certificate. S-1/A 333-278003 4.1 04/01/2024 4.2 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. X 4.3 Amended and Restated Investors’ Rights Agreement, dated February 9, 2021, by and among the Registrant and the other parties thereto. S-1 333-278003 4.2 03/15/2024 4.4^ Warrant to Purchase Stock, issued to Silicon Valley Bank, dated as of September 1, 2020. S-1 333-278003 4.3 03/15/2024 4.5 Letter Agreement, dated as of July 9, 2021, by and among the Registrant, Baker Bros. Advisors LP. S-1 333-278003 4.4 03/15/2024 4.6 Amended and Restated Registration Rights Agreement dated as of July 9, 2021, by and between the Registrant, 667, L.P. and Baker Brothers Life Sciences, L.P. S-1 333-278003 4.5 03/15/2024 10.1+ Form of Indemnity Agreement between the Registrant and each of its directors and executive officers. S-1/A 333-278003 10.1 04/01/2024 10.2+ Contineum Therapeutics, Inc. 2012 Equity Incentive Plan, as amended, and forms of agreements thereunder. S-1 333-278003 10.2 03/15/2024 10.3+ Contineum Therapeutics, Inc. 2024 Equity Incentive Plan and forms of agreements thereunder. S-1/A 333-278003 10.3 04/01/2024 10.4+ Contineum Therapeutics, Inc. 2024 Employee Stock Purchase Plan. S-1/A 333-278003 10.4 04/01/2024 10.5+ Offer Letter, dated as of August 14, 2018, by and between the Registrant and Carmine Stengone. S-1/A 333-278003 10.5 04/01/2024 10.6+ Offer Letter, dated as of March 9, 2018, as amended by Amendment to Original Offer Letter, dated as of December 16, 2021, each by and between the Registrant and Daniel Lorrain, Ph.D. S-1/A 333-278003 10.6 04/01/2024 10.7+ Offer Letter, dated as of August 20, 2020, by and between the Registrant and Peter Slover. S-1/A 333-278003 10.7 04/01/2024 10.8+ Offer Letter, dated May 28, 2024, by and between the Registrant and John Healy. 10-Q 001-42001 10.2 08/14/2024 115 Table of Contents 10.9+ Offer Letter, dated as of December 12, 2019 by and between the Registrant and Stephen Huhn, M.D. X 10.10+ Contineum Therapeutics, Inc. Executive Severance Plan . 8-K 001-42001 10.1 05/31/2024 10.11+ Form of Registrant’ s Mutual Arbitration Agreement. 8-K 001-42001 10.2 05/31/2024 10.12+ Contineum Therapeutics, Inc. Non-Employee Director Compensation Program. 10-Q 001-42001 10.3 08/14/2024 10.13^ Lease Agreement, dated January 3, 2018, by and between ARE-SD Region No. 44, LLC and the Registrant. S-1 333-278003 10.8 03/15/2024 10.14 First Amendment to Lease dated February 16, 2018, by and between ARE-SD Region No. 44, LLC and the Registrant. S-1 333-278003 10.9 03/15/2024 10.15 Second Amendment to Lease, dated April 2, 2018, by and between ARE-SD Region No. 44, LLC and the Registrant. S-1 333-278003 10.10 03/15/2024 10.16 Third Amendment to Lease, dated June 15, 2021, by and between ARE-SD Region No. 44, LLC and the Registrant. S-1 333-278003 10.11 03/15/2024 10.17 Lease Termination, dated October 25, 2023, by and between ARE-SD Region No. 44, LLC and the Registrant. S-1 333-278003 10.12 03/15/2024 10.18^ Lease Agreement, dated October 25, 2023, by and between ARE-3535/3566 General Atomics Court, LLC and the Registrant. S-1 333-278003 10.13 03/15/2024 10.19 Loan and Security Agreement, dated as of September 1, 2020, by and between the Registrant and Silicon Valley Bank. S-1 333-278003 10.14 03/15/2024 10.20 First Amendment to Loan and Security Agreement, dated as of March 15, 2021, by and between the Registrant and Silicon Valley Bank. S-1 333-278003 10.15 03/15/2024 10.21 † License Agreement, dated February 3, 2023, by and between the Registrant and Janssen Pharmaceutica NV. S-1 333-278003 10.16 03/15/2024 19.1^ Contineum Therapeutics, Inc. Insider Trading Policy. X 21.1 List of Subsidiaries. X 23.1 Consent of Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K). X 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 97.1 Contineum Therapeutics, Inc. Policy for the Recovery of Erroneously Awarded Compensation 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 _________________________________________ + Indicates management contract or compensatory plan. † Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the Registrant treats as private or confidential. ^ Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The Registrant agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon its request. * The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to be furnished with this Annual Report on Form 10-K 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. Item 16. Form 10-K Summary Not applicable. 116 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Contineum Therapeutics, Inc. March 6, 2025 By: /s/ Carmine Stengone Carmine Stengone President, Chief Executive Officer and Director (Principal Executive Officer) March 6, 2025 By: /s/ Peter Slover Peter Slover Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carmine Stengone and Peter Slover and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, to this Annual Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Carmine Stengone Carmine Stengone President, Chief Executive Officer and Director ( Principal Executive Officer ) March 6, 2025 /s/ Peter Slover Peter Slover Chief Financial Officer ( Principal Financial Officer and Accounting Officer ) March 6, 2025 /s/ Evert Schimmelpennink Evert Schimmelpennink Chairperson of the Board of Directors March 6, 2025 /s/ Lori Lyons-Williams Lori Lyons-Williams Director March 6, 2025 /s/ Todd Brady Todd Brady Director March 6, 2025 /s/ Olivia Ware Olivia Ware Director March 6, 2025 /s/ Sarah Boyce Sarah Boyce Director March 6, 2025 /s/ Troy Ignelzi Troy Ignelzi Director March 6, 2025 117