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. No offering expenses were paid or payable, directly or indirectly, to our directors, officers, persons owning 10% or more of any class of our equity securities, or to any of our affiliates. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Stifel Nicolaus & Company, Incorporated and RBC Capital Markets, LLC 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 final 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. Trading Arrangements During the quarter ended June 30, 2025 , 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). 22 Table of Contents Item 6. Exhibits Exhibit Incorporated by Reference Filed 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 10.1+ ^ Offer Letter, dated as of April 3, 2025, by and between the Registrant and Tim Watkins. X 10.2+ Amendment to Offer Letter, dated as of April 18, 2025, by and between the Registrant and Tim Watkins. X 23 Table of Contents 10.3 Sales Agreement, dated May 14, 2025, by and between Contineum Therapeutics, Inc. and Leerink Partners. S-3 333-287275 1.2 05/14/2025 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 _________________________________________ + Indicates management contract or compensatory plan. ^ Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The Registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC. * 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. August 5, 2025 By: /s/ Carmine Stengone Carmine Stengone President, Chief Executive Officer and Director (Principal Executive Officer) August 5, 2025 By: /s/ Peter Slover Peter Slover Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 25