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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-16 · 29 added, 531 removed, 82 unchanged (87% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended or the Exchange Act, is recorded, communicated to our management to allow timely decisions regarding required disclosure, summarized and reported within the time periods specified in the SEC's rules and forms.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2019.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of December 31, 2019.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” as of the end of the period covered by this Annual Report, pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act.

In connection with that evaluation, our Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms as of December 31, 2020.

For the purpose of this review, disclosure controls and procedures means controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management's Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm on our internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Additionally, for as long as we remain an emerging growth company, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management used the Committee of Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), or the COSO framework, to evaluate the effectiveness of internal control over financial reporting.

Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 and has concluded that such internal control over financial reporting is effective.

Our independent registered public accounting firm, BDO USA, LLP, has audited the financial statements included in this Annual Report and has issued a report on the effectiveness of our internal control over financial reporting.

The report of BDO USA, LLP is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The names and ages of our executive officers and directors as of March 15, 2020, are as follows:

Executive Officers:

President, Chief Executive Officer and Chairman of the Board

Christopher Lowe

Chief Financial Officer and Treasurer

Kristen Gafric

Senior Vice President, Legal and Administration, and Secretary

Michael Detke, M.D.

Chief Medical Officer

Chief Scientific Officer and Director

Leslie Holsinger, Ph.D.

Executive Vice President of Preclinical Development

Non-Employee Directors:

Lamond (2)(3)

Margaret McLoughlin, Ph.D (2)(3) .

Una Ryan, OBE, Ph.D (1)(3) .

Christopher J.

Kevin Young, CBE (1)(2)(3)

______________

(1) Member of the audit committee

(2) Member of the compensation committee

(3) Member of the nominating and corporate governance committee

Executive Officers

Lynch has served as our President and Chief Executive Officer and a member of our board of directors since July 2014, and as Chairman of our board of directors since November 2018.

Prior to co-founding Cortexyme, Ms.

Lynch co-founded various companies and organizations in the biotechnology industry including Aspira Biosystems, Inc.

and NeuroInsights, LLC.

She served as Aspira’s co-founder, President and Chief Executive Officer from 1999 to 2004 and she co-founded NeuroInsights, LLC and served as its Managing Director from 2004 to 2015.

Lynch also co-founded Neurotechnology Industry Organization and served as a board member from March 2005 to September 2018.

Lynch holds a B.S.

in Neuroscience from the University of California, Los Angeles, an M.S.

in Neuroscience from the University of California, San Francisco and obtained a certificate in Management Development for Entrepreneurs Program from the University of California, Los Angeles.

We believe that Ms.

Lynch is qualified to serve as a director because of her operational and historical expertise gained from serving as our President and Chief Executive Officer, and her extensive professional and educational experience in the biotechnology industry.

Christopher Lowe has served as our Chief Financial Officer since January 2019 and as our Treasurer since April 2019.

From June 2018 until January 2019, Mr.

Lowe served as a consultant to us and our interim Chief Financial Officer through his capacity as a partner at FLG Partners.

Lowe has also served as the Managing Partner of the Innventus Fund at Innventure since January 2017 and he has served as a partner at FLG Partners since January 2014 and its Managing Partner since January 2018.

Prior to joining Cortexyme, Mr.

Lowe served as the Interim Chief Executive Officer and Chief Financial Officer of Hansen Medical from February 2014 to July 2016, and he served as the Chief Business Officer and Chief Financial Officer of Anthera Pharmaceuticals from September 2007 to June 2013.

Lowe served as a director for Inspyr Therapeutics from September 2016 to December 2018.

He also served as a director of EpiBiome from May 2016 to June 2018, and he served as a director and Chairman of the Audit Committee for Asante Solutions from December 2014 to October 2015.

Lowe holds a B.S.

in Business Administration from California Polytechnic State University and an M.B.A.

Mary’s University.

Kristen Gafric has served as our Secretary since July 2014, as our Vice President of Operations since September 2017, and as our Senior Vice President, Legal and Administration since April 2019.

Prior to co-founding Cortexyme, Ms.

Gafric served as the Senior Manager of Commercial Contracts Management at Triton Container International from June 2014 to September 2016.

Gafric was also the Senior Contracts Manager at San Francisco Health Plan from June 2013 to June 2014 and Manager of Contracts and Grants at the University of California San Francisco from October 2011 to June 2013.

Gafric holds a B.A.

in Psychology and Philosophy from Emory University and a J.D.

from Cleveland State University.

Michael Detke, M.D.

, has served as our Chief Medical Officer since December 2018.

Detke has over 25 years of research experience and extensive clinical and drug development expertise.

Prior to joining Cortexyme, Dr.

Detke served as the Chief Medical Officer at Embera NeuroTherapeutics, Inc.

from September 2016 to December 2018, and he served as President of Detke Biopharma Consulting LLC from April 2013 to December 2018, including as Chief Medical Officer for CoMentis Pharmaceuticals.

He served as Chief Medical Officer and Director of the MedAvante Research Institute of MedAvante, Inc.

Detke joined MedAvante from Eli Lilly, Inc.

where he served as Executive Director and head of early phase development of CNS therapeutics.

At Lilly, he led clinical development of one of the industry’s deepest and strongest pipelines of CNS products.

He served as Senior Medical Director responsible for Phase III development for Cymbalta and Phase IV for Prozac.

Detke has served as an Adjunct volunteer Clinical Professor of Psychiatry at Indiana University School of Medicine since July 2000.

Detke holds a B.A.

in Psychology from Yale University and an M.A., M.D.

in Psychology and Behavioral Pharmacology from the University of Pennsylvania.

He also received post-doctoral training in Psychiatry from Harvard Medical School.

, has served as a member of our board of directors since December 2015 and as our Chief Scientific Officer since April 2016.

Prior to co-founding Cortexyme, Dr.

Dominy served as a Division Director at San Francisco General Hospital and as Associate Professor of Psychiatry at the University of California, San Francisco School of Medicine from 2006 to 2016.

Dominy holds a B.S.

in Pharmacy from The Ohio State University College of Pharmacy and an M.D.

from the Wright State University Boonshoft School of Medicine.

We believe that Dr.

Dominy is qualified to serve as a director because of his educational background, as well as his extensive research and technical experience that provides an important perspective on operations and development.

Leslie Holsinger, Ph.D.

, has served as our Executive Vice President of Preclinical Development since January 2018.

She also served as our Vice President of Preclinical Development from April 2016 to December 2017.

Prior to joining Cortexyme, Dr.

Holsinger served as Director of Biology and Vice President of Biology at Virobay Inc.

from 2006 to 2016.

Prior to her work at Virobay, Dr.

Holsinger held positions of increasing responsibility at Celera and Sugen Inc.

Holsinger holds an A.B.

in Biochemistry from Occidental College and a Ph.D.

in Biochemistry, Molecular and Cellular Biology from Northwestern University.

She also received post-doctoral training at Stanford University School of Medicine.

Non-employee Directors

Lamond has served on our board of directors since December 2015.

Lamond has served as the president of En Pointe LLC, an investment firm, since 2016.

He served as the President, Chief Executive Officer and Chief Investment Officer of Lamond Capital Partners LLC from 2011 to 2016.

He also serves on the board of directors of Applied Molecular Transport, a biotechnology company.

Lucira Health Inc, a molecular diagnostics company, Inquis Medical, a medical device company and Genelpis SAS, a biotech company.

He previously served on the board of Arrinex, a medical device company until its acquisition by Stryker Corporation in February 2019.

In addition, he serves on the board of directors of two non-profit organizations, Tipping Point Community and Ubuntu Pathways.

Lamond holds a B.A.

in History from Duke University and a J.D.

from Duke Law School.

We believe that Mr.

Lamond is qualified to serve as a director because of his extensive experience in important ecosystem partners, and his service on a number of boards provides an important perspective on operations, finance and corporate governance matters.

Margaret McLoughlin, Ph.D.

, has served on our board of directors since December 2015.

From January 2014 to April 2019, Dr.

McLoughlin served as an Executive Director in World Wide Business Development, at Pfizer Inc.

focusing on venture investments, and from June 2018 to April 2019, she was a Partner in Pfizer Ventures, a venture capital arm of Pfizer Inc.

focused on companies working in areas aligned with the future directions of Pfizer Inc.

McLoughlin served as a director on the board of directors of 4D Molecular Therapeutics, System1 Biosciences and Adapsyn Biosciences.

McLoughlin joined Pfizer Inc.

in 2001 and prior to focusing on venture investments, had roles of increasing responsibility within Worldwide Business Development where she led transactions with multiple biotech companies, academic institutions and other large pharma companies.

Prior to working at Pfizer Inc., Dr.

McLoughlin served as a Director in Yale’s Office of Cooperative Research for two years.

McLoughlin served in various positions at Mallinckrodt Medical from 1992 to 1999, holding positions in Discovery Research, followed by Technology Planning.

McLoughlin holds a B.S.

in Chemistry from the University of California, Irvine and a Ph.D.

in Chemistry from the University of California, Santa Barbara.

We believe that Dr.

McLoughlin is qualified to serve as a director because of her extensive experience in the biotechnology industry and her service on a number of boards, which provides an important perspective on operations and corporate governance matters, as well as her education in biotechnology.

Una Ryan, OBE, Ph.D.

, has served on our board of directors since January 2019.

Ryan has served as a Managing Director at Golden Seeds LLC since 2012, a Partner at Astia Angel since 2012, and a Limited Partner at Breakout Ventures since 2016.

She was Chairman of The Bay Area BioEconomy Initiative from 2012 to 2015.

Ryan served as the President and Chief Executive Officer at Waltham Technologies, Inc.

from 2008 to 2010.

She served as the Chief Executive Officer, President and Chief Operating Officer of AVANT Immunotherapeutics Inc.

from 1998 to 2008 (which then became known as Celldex, Inc).

She also served as the President and Chief Executive Officer of Diagnostics for All, or DFA from 2009 to 2012 and as Director of Health Sciences at Monsanto Corporation from 1989 to 1993.

Ryan serves on the board of directors of the following private companies:

RenovoRx, Elemental Machines and Nativis, Inc.

She also serves on the board of directors of the following non-profit entities:

Cambridge in America, the University of Bristol Foundation and the San Francisco Art Institute.

Ryan served as a director on the board of directors for AVANT Immunotherapeutics, Inc, AMRIGlobal, Inc, BayBio, MassBio, BIO, or Biotechnology Innovation Organization, New England Healthcare Institute, Board of Associates of the Whitehead Institute and Strategy & Policy Council of the MIT Center for Biomedical Innovation.

Ryan holds a B.S.

in Zoology, Microbiology, Chemistry from Bristol University and a Ph.D.

in Cellular and Molecular Biology from Cambridge University.

Ryan was awarded the Order of the British Empire for services to biotechnology.

We believe that Dr.

Ryan is qualified to serve as a director because of her extensive experience in the biotechnology industry and her service on a number of boards of companies, which provides an important perspective on operations and corporate governance matters.

Christopher J.

Senner has served on our board of directors since March 2019.

Senner has served as Executive Vice President and Chief Financial Officer for Exelixis, Inc.

Prior to joining Exelixis, Inc., Mr.

Senner served as Vice President, Corporate Finance for Gilead Sciences, Inc., a biopharmaceutical company, from 2010 to 2015, where he was accountable for controllership, tax, treasury and corporate and operational financial planning.

Senner previously spent 18 years at Wyeth, a pharmaceutical company acquired by Pfizer Inc.

in 2009, in a variety of financial roles with increasing responsibility, most notably as Chief Financial Officer of Wyeth’s United States pharmaceuticals business and the BioPharma business unit.

Senner holds an undergraduate degree in Finance from Bentley College.

We believe that Mr.

Senner’s extensive executive and professional experience in the biotechnology industry qualify him to serve as a director.

Kevin Young, CBE has served on our board of directors since January 2019.

Young served as the Chief Operating Officer and Executive Vice President of Commercial Operations for Gilead Sciences, Inc.

from 2004 to 2018.

Young previously held positions at ICI Pharmaceuticals and Amgen, Inc., where Mr.

Young was Head of the U.S.

Inflammation Business Unit from 2001 to 2004.

Young holds undergraduate and graduate degrees in Sports Science and Exercise from Liverpool John Moores University and the University of Nottingham, respectively, and has completed the Executive Program at the University of Michigan, School of Business Administration.

Young was appointed a commander of the Most Excellent Order of the British Empire, recognizing his services to the healthcare and pharmaceutical industries.

We believe that Mr.

Young is qualified to serve as a director because of his extensive executive and professional experience in the biotechnology industry.

There are no family relationships among any of our directors or executive officers.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is composed of Mr.

David Lamond, who is the chair of our nominating and corporate governance committee, and Mr.

Kevin Young, CBE, Margaret McLoughlin, Ph.D.

and Una Ryan, OBE, Ph.D.

The composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations.

Our nominating and corporate governance committee, among other things:

identifies, evaluates and recommends nominees to our board of directors and committees of our board of directors;

conducts searches for appropriate directors;

evaluates the performance of our board of directors and of individual directors;

considers and makes recommendations to the board of directors regarding the composition of the board and its committees;

reviews developments in corporate governance practices;

evaluates the adequacy of our corporate governance practices and reporting;

makes recommendations to our board of directors concerning corporate governance matters.

Our nominating and corporate governance committee has a written charter approved by our board of directors.

A copy of the charter is available on the Investor R elations section of our website, which is located at https://ir.cortexyme.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website.

Nomination to the Board of Directors

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of our nominating and corporate governance committee in accordance with its charter, our restated certificate of incorporation and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our board of directors regarding director candidate qualifications.

In recommending candidates for nomination, our nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates.

Our restated bylaws provide that stockholders may present nominations to be considered at an annual meeting by providing timely notice to our Secretary at our principal executive office.

To be timely for our 2020 Annual Meeting, our Secretary must receive the written notice at our principal executive office no earlier than the one hundred twentieth (120th) day prior to the 2020 Annual Meeting and (ii) no later than the close of business on the later of the ninetieth (90th) day prior to the 2020 Annual Meeting, or the tenth (10th) day following the day on which public announcement is first made of the date of the 2020 Annual Meeting.

A stockholder’s notice to the Secretary must set forth the information required by our restated bylaws.

If a stockholder who has notified Cortexyme of such stockholder’s intention to present a nomination for persons for election at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Cortexyme does not need to present the nomination of persons for election for vote at such meeting.

Audit Committee

Our audit committee is composed of Christopher J.

Senner, who is the chair of our audit committee, Kevin Young, CBE and Una Ryan, OBE, Ph.D.

The composition of our audit committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations.

Each member of our audit committee is financially literate.

In addition, our board of directors has determined that Mr.

Senner and Ms.

Ryan are audit committee financial experts within the meaning of Item 407(d) of Regulation S K of the Securities Act of 1933, as amended, or the Securities Act.

This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors.

Our audit committee, among other things:

selects a firm to serve as the independent registered public accounting firm to audit our financial statements;

helps to ensure the independence of the independent registered public accounting firm;

discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent accountants, our interim and year end operating results;

develops procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

considers the adequacy of our internal accounting controls and audit procedures;

reviews and approves any proposed transaction between our company and any related party;

approves the fees and other compensation to be paid to our independent registered public accounting firm, and pre approves all audit and non audit related services provided by our independent registered public accounting firm.

Our audit committee has a written charter approved by our board of directors.

A copy of the charter is available on the Investor Relations section of our website, which is located at https://ir.cortexyme.com/investor-relations, by clicking on “Governance Documents” in the “Governance” section of our website.

The information required by this item will be included in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates and is incorporated herein by reference.

Code of Business Conduct and Ethics

2 unchanged sentences

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8 K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the location specified above.

Delinquent Section 16 Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC.

Based solely on our review of the copies of such forms filed with the SEC and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in the year ended December 31, 2019 except for a Form 4 for each of Dr.

McLoughlin, Mr.

Young and Dr.

Ryan with respect to shares of common stock that each director purchased on May 13, 2019 in our directed share program in connection with our IPO.

Executiv e Compensation

Executive Compensation

Our named executive officers for 2019, which consist of our principal executive officer and the next two most highly compensated executive officers, are:

Lynch, our President and Chief Executive Officer;

Kristen Gafric, our Senior Vice President, Legal and Administration, and Secretary;

Michael Detke, M.D., our Chief Medical Officer.

Summary Compensation Table

The following table provides information concerning compensation awarded to, earned by and paid to each of our named executive officers during 2018 and 2019:

Name and Principal Position

Bonus ($) (1)

Awards ($) (2)

Incentive Plan

Compensation ($) (3)

Chief Executive Officer

Kristen Gafric

Senior Vice President, Legal and

Administration, and Secretary

Michael Detke, M.D.

Chief Medical Officer

The amounts reported in this column represent performance-based cash incentives earned by Ms.

Lynch based on 2018 performance.

The amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of stock options granted 2018 and 2019 as determined in accordance with FASB ASC Topic 718.

These amounts reflect our accounting expense for these stock options and do not represent the actual economic value that may be realized by each named executive officer.

There can be no assurance that these amounts will ever be realized.

For information on the assumptions used in valuing these awards, refer to Note 9 to the historical financial statements included in this Annual Report on Form 10-K.

As required by the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

The amount reported in this column represent performance-based cash earned by each named executive officer under our Executive Incentive Bonus Plan for 2019

Executive Employment Arrangements

Each of our named executive officers was an at-will employee of the company for 2019.

We have no employment agreements with our named executive officers.

Executive Incentive Bonus Plan

Our Executive Incentive Bonus Plan, or Bonus Plan, was adopted by our board of directors on April 9, 2019, and became effective on the day immediately prior to our IPO.

The purpose of the Bonus Plan is to motivate and reward eligible officers and employees for their contributions toward the achievement of certain performance goals.

The Bonus Plan is administered by the compensation committee, which has the discretionary authority to interpret the provisions of the Bonus Plan, including all decisions on eligibility to participate, the establishment of performance goals, the number of awards payable under the plan, and the payment of awards.

The compensation committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Bonus Plan to one or more directors and/or officers of the Company.

Our compensation committee reviews and approves pursuant to the Bonus Plan the annual bonus opportunity and the specific goals, objectives to be achieved in order to earn such annual bonus for, and the amount of annual bonus earned by, each participant in our Bonus Plan, including our named executive officers.

Our compensation committee has determined that each of our named executive officers is eligible to earn a bonus each year pursuant to our Bonus Plan equal to up to a specific percentage of their salary.

The annual bonus opportunities for our names executive officers are tied to a set of specified goals and strategic objectives and we conduct an annual performance review to determine the attainment of such goals and objectives, the results of which are shared with our compensation committee.

Our compensation committee makes the final determination of the level at which the specified goals and strategic objectives are achieved and the amount of annual bonus awards earned by each of our named executive officers.

For 2019, bonuses were paid out based on the satisfaction of certain regulatory and clinical goals and strategic objectives.

Outstanding Equity Awards at Fiscal Year‑End Table

The following table provides information regarding the outstanding stock option awards held by our named executive officers as of December 31, 2019.

Grant Date (1)

Number of Securities

Unexercisable

Option Exercise

Price {$) ( 2 )

147,563 ( 4 )

324,641 ( 4 )

Kristen Gafric

Michael Detke, M.D.

All stock options were granted under our 2019 Equity Incentive Plan (including stock options granted under our 2014 Stock Plan prior to its restatement as our 2019 Equity Incentive Plan).

This column represents the fair market value of a share of our common stock on the date of grant, or, in the case of the stock option granted to Ms.

Lynch on June 2, 2017, 110% of the fair market value of a share of our common stock on the date of grant, as determined by our board of directors.

These option shares were part of a stock option grant covering 83,160 shares of our common stock.

1/48 th of the stock option grant vested on July 13, 2017 and 1/48 th of the grant vested and will vest on each monthly anniversary thereafter, subject to Ms.

Lynch’s continuous service through the applicable vesting date.

In addition, if we terminate Ms.

Lynch’s employment without “cause,” or if Ms.

Lynch resigns for “good reason” (each as defined in a supplemental agreement applicable to Ms.

Lynch’s options), in either case, in connection with or following a change of control (as defined in our 2014 Stock Plan), then 100% of the then unvested shares subject to the stock option grant will vest effective immediately as of such termination or resignation or, if later, the closing of the change of control (the “Lynch Acceleration”).

These option shares were part of a stock option grant covering 472,204 shares of our common stock.

1/48 th of the stock option grant vested on October 1, 2018 and 1/48 th of the grant vested and will vest on each monthly anniversary thereafter, subject to Ms.

Lynch’s continuous service through the applicable vesting date.

In addition, the Lynch Acceleration applies to these option shares prior to their full vesting.

These option shares were part of a stock option grant covering 18,382 shares of our common stock.

1/48 th of the stock option grant vested on July 13, 2017 and 1/48 th of the grant vested and will vest on each monthly anniversary thereafter, subject to Ms.

Gafric ’s continuous service through the applicable vesting date.

In addition, if we terminate Ms.

Gafric ’s employment without “cause,” or if Ms.

Gafric resigns for “good reason” (each as defined in a supplemental agreement applicable to Ms.

Gafric ’s optio ns), in either case, in connection with or following a change of control (as defined in our 2014 Stock Plan), then 100% of the then unvested shares subject to the stock option grant will vest effective immediately as of such termination or resignation or, if later, the closing of the change of control (the “ Gafric Acceleration”).

These option shares were part of a stock option grant covering 18,382 shares of our common stock.

1/48 th of the stock option grant vested on November 1, 2017 and 1/48 th of the grant vested and will vest on each monthly anniversary thereafter, subject to Ms.

Gafric’s continuous service through the applicable vesting date.

In addition, the Gafric Acceleration applies to these option shares prior to their full vesting.

These option shares were part of a stock option grant covering 75,000 shares of our common stock.

1/48 th of the stock option grant vested on September 15, 2019 and 1/48 th of the grant vested and will vest on each monthly anniversary thereafter, subject to Ms.

Gafric’s continuous service through the applicable vesting date.

In addition, the Gafric Acceleration applies to these option shares prior to their full vesting.

These option shares were part of a stock option grant covering 132,352 shares of our common stock.

1/48 th of the stock option grant vested on December 28, 2018 and 1/48 th of the grant vested and will vest on each monthly anniversary thereafter, subject to Dr.

Detke’s continuous service through the applicable vesting date.

In addition, if we terminate Dr.

Detke’s employment without “cause,” or if Dr.

Detke resigns for “good reason” (each as defined in a supplemental agreement applicable to Dr.

Detke’s options), in either case, in connection with or following a change of control (as defined in our 2014 Stock Plan), then 100% of the then unvested shares subject to the stock option grant will vest effective immediately as of such termination or resignation or, if later, the closing of the change of control (the “Detke Acceleration”).

These option shares were part of a stock option grant covering 132,351 shares of our common stock.

1/48 th of the stock option grant vested on March 6, 2019 and 1/48 th of the grant vested and will vest on each monthly anniversary thereafter, subject to Dr.

Detke’s continuous service through the applicable vesting date.

In addition, the Detke Acceleration applies to these option shares prior to their full vesting.

Director Compensation

Director Compensation Table

The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a non‑employee member of our board of directors during the fiscal year ended December 31, 2019.

Lynch and Dr.

Dominy are not included in the table below, as they are employed as our Chief Executive Officer and Chief Scientific Officer, respectively, and receive no compensation for their service as directors.

The compensation received by Ms.

Lynch as an employee is shown in “Executive Compensation‑Summary Compensation Table” above.

Fees Earned or

Paid in Cash ($)

Awards ($) (1) (2)

Margaret McLoughlin, Ph.D.

Una Ryan, OBE, Ph.D.

Christopher J.

Kevin Young, CBE

The amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted 2018 and 2019 as determined in accordance with FASB ASC Topic 718.

These amounts reflect our accounting expense for these stock options and do not represent the actual economic value that may be realized by each non-employee director.

There can be no assurance that these amounts will ever be realized.

For information on the assumptions used in valuing these awards, refer to Note 9 to the historical financial statements included in this Annual Report on Form 10-K.

As required by the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

Our non‑employee directors held the following number of stock options as of December 31, 2019:

Shares Subject to Outstanding Stock Options

Margaret McLoughlin, Ph.D.

Una Ryan, OBE, Ph.D.

Christopher J.

Kevin Young, CBE

Non‑Employee Director Compensation Arrangements

We pay each non‑employee director an annual cash retainer for service on the board of directors and an additional annual cash retainer for service on each committee on which the director is a member, which is paid quarterly in arrears.

Our Lead Independent Director and the chairman of each committee will receive higher annual cash retainers for such service.

The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors of which the director is a member are as follows:

Member Annual

Cash Retainer

Lead/Chairperson

Board of Directors

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Pursuant to a policy adopted by our board of directors, each non‑employee director who is initially appointed to our board of directors shall initially be granted a stock option to purchase 22,058 shares of our common stock.

One-third of the shares subject to such initial stock option grant will vest on each anniversary of the date of grant, subject to the director’s continued service as a member of our board of directors through each vesting date.

Further, at the close of business on the date of each annual meeting of stockholders, each continuing non-employee director will be granted a stock option to purchase the total shares of our common stock set forth below:

If the non-employee director’s appointment to our board of directors was more than six (6) months prior to the annual meeting of our stockholders, the stock option will cover 11,029 shares of our common stock.

If the non-employee director’s appointment to our board of directors was between three (3) and six (6) months prior to the annual meeting of our stockholders, the stock option will cover 5,514 shares of our common stock.

If the non-employee director’s appointment to our board of directors was less than three (3) months prior to the annual meeting of our stockholders, the non-employee director will not receive a stock option on the date of the annual meeting of our stockholders.

100% of the shares subject to any such annual stock option grant will vest in full on the one-year anniversary of the grant date, subject to the director’s continued service as a member of our board of directors through the vesting date.

All stock options granted to non-employee directors will be made pursuant to our 2019 Equity Incentive Plan and will vest in full immediately prior to, and contingent upon, the consummation of a change in control of our company, subject to the director’s continued service as a member of our board of directors through the change in control.

We also reimburse our directors for their reasonable out‑of‑pocket expenses in connection with attending meetings of our board of directors and committees.

The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

Equity Compensation Plan Information

We currently maintain the following equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors and consultants, each of which has been approved by our stockholders:

our 2019 Equity Incentive Plan (the 2019 Plan which, prior to its restatement in connection with our IPO, was called the 2014 Stock Plan) and our 2019 Employee Stock Purchase Plan (the “ESPP”).

The following table presents information as of December 31, 2019 with respect to compensation plans under which shares of our common stock may be issued.

Plan Category

Number of securities

to be issued upon

outstanding options,

warrants and rights

Weighted‑average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available

for future issuance

compensation plans

(excluding securities

Equity compensation plans approved by security

Equity compensation plans not approved by

security holders

Includes our 2019 Plan and our ESPP.

For a description of these plans, refer to Note 9 to the historical financial statements included in this Annual Report on Form 10-K .

Includes stock options outstanding under the 2014 Plan (granted prior to the restatement of the plan as the 2019 Plan) and the 2019 Plan as of December 31, 2019.

Includes 2,439,779 shares available for issuance under the 2019 Plan and 268,295 shares available for issuance under the ESPP.

The number of shares reserved for issuance under the 2019 Plan increased automatically by 1,074,776 shares on January 1, 2020 and will increase automatically on January 1 of each year by a number of shares of common stock equal to the lesser of (i) 2,146,354 shares;

(ii) 4% of the shares of common stock outstanding on the last day of the prior fiscal year;

or (iii) such number of shares determined by our board of directors.

Our compensation committee has not commenced or authorized any offerings pursuant to our ESPP, but may do so at a future time.

The number of shares reserved for issuance under the ESPP increased automatically by 268,694 shares on January 1, 2020 and will increase automatically on January 1 of each year by the number of shares equal to the lessor of (1) 536,589 shares;

(ii) 1% of the shares of common stock outstanding on the last day of the prior fiscal year;

or (iii) such lesser number of shares determined by our board of directors.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of February 28, 2020 by:

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

each of our directors;

each of our named executive officers;

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power.

Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable.

Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of February 28, 2020 are deemed to be outstanding and to be beneficially owned by the person holding the stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock is based on 29,401,321 shares of our common stock outstanding on February 28 , 2020.

Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Cortexyme, Inc., 269 East Grand Avenue, South San Francisco, CA 94080.

Name of Beneficial Owner

within 60 days

Aggregate Number

Beneficially Owned

5% Stockholders

Entities affiliated with Pfizer Inc.

Entities affiliated with CTEPQ Partners LLC (2)

and Christine E.

Lamond and affiliated

SMALLCAP World Fund, Inc.

Takeda Ventures, Inc.

Named Executive Officers and Directors

Kristen Gafric

Michael Detke, M.D.

Margaret McLoughlin, Ph.D.

Una Ryan, OBE, Ph.D.

Kevin Young, CBE

Christopher J.

All executive officers and directors as a group

Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.

Based on information contained in a Schedule 13G filed with the SEC by Pfizer Inc.

on May 22, 2019.

Consists of (i) 624,205 shares held of record by Pfizer Inc.

(“Pfizer”), (ii) 215,697 shares held of record by Pfizer Strategic Investment Holdings LLC (“PSIH”), a controlled affiliate of Pfizer and (iii) 2,410,071 shares held of record by Pfizer Ventures (US) LLC (“PVUS”), a controlled affiliate of Pfizer.

The address for each of Pfizer, PSIH and PVUS is 235 East 42nd Street, New York, New York 10017.

Based on information contained in a Schedule 13G/A filed with the SEC by CTEPQ Partners LLC (“CTEPQ”), EPQ LLC, CTYM PS (“CTYM”), Chad Boeding (“CD”), EPIQ Capital Group, LLC (“EPIQ”) on January 7, 2020.

CTEPQ directly holds 936,309 Shares.

CTYM directly holds 1,750,000 Shares.

EPIQ acts as investment manager for CTEPQ and CTYM.

Chad Boeding is the Managing Member of EPIQ and also controls entities that directly hold shares as follows:

The Boeding Family Trust directly holds 13,173 shares, Wyntoon Partners LLC directly holds 120,070 shares, Austin Boeding UTMA directly holds 80 shares, Chad Boeding Roth IRA directly holds 6,164 shares, and Kristine Boeding Rollover IRA directly holds 1,000 shares.

Each of CTEPQ, CTYM, Chad Boeding, and EPIQ (collectively, the “Reporting Persons”) may be deemed to be the beneficial owner of 2,686,309 shares.

Each Reporting Person disclaims beneficial ownership of the shares not held directly by such Reporting Person.

The address for each of CTEPQ, CTYM, CD and EPIQ is 1 Lombard Street, #200, San Francisco, CA 94111.

Based on information contained in a Schedule 13G filed with the SEC by Pierre Lamond on September 30, 2019.

Consists of (i) 961,510 shares held of record by Pierre R.

and Christine E.

Lamond Trust 11-22-85, (ii) 962,510 shares held of record by the Pierre R.

Lamond 2019 Annuity Trust A dated March 4, 2019 and (iii) 962,510 shares held of record by the Christine E.

Lamond 2019 Annuity Trust A dated March 4, 2019.

Lamond is the trustee of Pierre R.

and Christine E.

Lamond Trust 11-22-85 and has sole voting and dispositive power with respect to the 961,510 shares held of record by Pierre R.

and Christine E.

Lamond Trust 11-22-85.

Lamond is the trustee of the Pierre R.

Lamond 2019 Annuity Trust A dated March 4, 2019 and has sole voting and dispositive power with respect to the 962,510 shares held of record by the Pierre R.

Lamond 2019 Annuity Trust A dated March 4, 2019.

Lamond is the trustee of the Christine E.

Lamond 2019 Annuity Trust A dated March 4, 2019 and has sole voting and dispositive power with respect to the 962,510 shares held of record by the Christine E.

Lamond 2019 Annuity Trust A dated March 4, 2019.

Based on information contained in a Schedule 13G /A filed with the SEC by Capital Research Global Investors on February 14, 2010 .

The shares are held of record by Capital Research Global Investors (“CRGI”) on behalf of its client, SMALLCAP WORLD FUND, Inc.

CRGI has sole voting and dispositive power over the shares.

The address of SMALLCAP World Fund, Inc.

Hope St., 53rd Floor, Los An geles, California 90071.

Based on information contained in a Schedule 13G filed with the SEC by Takeda Pharmaceutical Company Limited (“TPC”), Takeda Pharmaceuticals International AG (“TPIA”), Takeda Pharmaceuticals U.S.A, Inc.

(“TPU”) and Takeda Ventures, Inc.

(“TVI”) on May 20, 2019.

TVI is a wholly-owned indirect subsidiary of TPC and TVI is owned directly by TPU, which is owned directly by TPC and TPIA, and TPIA is a wholly-owned direct subsidiary of TPC.

The shares are held of record by TVI.

The address of TVI is 435 Tasso Street, Suite 300, Palo Alto, California 94301.

The shares of common stock consist of (i) 49,895 shares held of record by Casey C.

Lynch, (ii) 1,098,774 shares of common stock held of record by Zachary J.

Lynch and Casey C.

Lynch, Trustees of the Zachary and Casey Lynch Living Trust dated February 24, 2009, and (iii) 91,911 shares of common stock held of record by the Casey C.

Lynch 2019 Annuity Trust.

Lynch and Zachary Lynch are the trustees of the Zachary and Casey Lynch Living Trust dated February 24, 2009, and share voting and dispositive power with respect to the 1,098,774 shares held of record by Zachary J.

Lynch and Casey C.

Lynch, Trustees of the Zachary and Casey Lynch Living Trust dated February 24, 2009.

Lynch is the trustee of the Casey C.

Lynch 2019 Annuity Trust and holds sole voting and dispositive power with respect to (a) 49,895 shares held of record by Casey C.

Lynch and (b) 91,911 shares held of record by the Casey C.

Lynch 2019 Annuity Trust.

The shares of common stock consist of (i) 1,216,323 shares held of record by Stephen S.

Dominy and Ylva K.

Dominy, Trustees of the Dominy Family Trust, and (ii) 220,588 shares held of record by the Stephen Dominy 2019 Annuity Trust.

Dominy and Ylva Dominy are trustees of the Dominy Family Trust 2016 and share voting and dispositive power with respect to the 1,216,323 shares held of record by Stephen S.

Dominy and Ylva K.

Dominy, Trustees of the Dominy Family Trust.

Dominy is the trustee of the Stephen Dominy 2019 Annuity Trust and has sole voting and dispositive power with respect to the 220,588 shares held of record by the Stephen Dominy 2019 Annuity Trust.

Based on information contained in a Schedule 13G/A filed with the SEC by David Lamond on February 11, 2020.

Consists of (i) 301,829 shares held of record by David A.

Lamond and (ii) 1,653,336 shares held of record by Blue Devil Trust dated 12/03/2010.

Lamond is the trustee of the Blue Devil Trust dated 12/03/2010 and holds sole voting and dispositive power with respect to the shares held of record by Blue Devil Trust dated 12/03/2010.

Lamond does not have voting and dispositive power with respect to the shares held of record by the Pierre R.

and Christine E.

Lamond Trust 11-22-85.

Consists of 2,875 shares of common stock held of record by the Una S.

Ryan Revocable Trust.

Ryan is one of the trustees of the Una S.

Ryan Revocable Trust and has shared voting and dispositive power with respect to the shares held of record by the Una S.

Ryan Revocable Trust.

Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters

The information required in this item will be included in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Party Transactions

Since January 1, 2019, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest:

On May 13, 2019, Kevin Young, a member of our board of directors purchased 30,000 shares of our common stock at the initial public offering price of $17.00 per share for an aggregate purchase price of $510,000 in our directed share program in connection with our IPO.

On May 13, 2019, entities affiliated with Pfizer Inc., a beneficial holder of more than 5% of our capital stock, and SMALLCAP World Fund, a beneficial holder of more than 5% of our capital stock purchased 50,000 shares and 650,000 shares, respectively, of our common stock at the initial offering price of $17.00 per share for an aggregate purchase price of $850,000 and $11,050,000 in our IPO on the same terms as the other purchasers in the IPO.

On February 10, 2020, we issued and sold 30,000 shares of common stock at a purchase price of $50.00 per share for an aggregate purchase price of $1,500,000 in a private placement to an entity affiliated with David A.

Lamond, a member of our board of directors, on the same terms as other purchasers in the private placement.

Review, Approval or Ratification of Transactions with Related Parties

Our written related party transactions policy states that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock and any members of the immediate family of and any entity affiliated with any of the foregoing persons are not permitted to enter into a material related party transaction with us without the review and approval of our audit committee (or a committee composed solely of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest).

The policy provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates in which the amount involved exceeds $120,000 must be presented to our audit committee (or a committee composed solely of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest) for review, consideration and approval.

In approving or rejecting any such proposal, our audit committee (or a committee composed solely of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest) considers the relevant facts and circumstances available and deemed relevant to the committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Independence of Directors

The Nasdaq listing rules generally require that a majority of the members of a listed company’s board of directors be independent.

In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A 3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In order to be considered independent for purposes of Rule 10A 3, a member of an audit committee of a listed company may not, other than in such member’s capacity as a member of the audit committee, the board of directors or any other board committee (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors.

Our board of directors has determined that none of the members of our board of directors other than Ms.

Lynch and Dr.

Dominy has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of the members of our board of directors other than Ms.

Lynch and Dr.

Dominy is “independent” as that term is defined under the rules of Nasdaq.

Our board of directors has also determined that all members of our audit committee, compensation committee and nominating and corporate governance committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.

Principal Accoun ting Fees and Services.

We regularly review the services and fees from our independent registered public accounting firm.

These services and fees are also reviewed with our audit committee annually.

In addition to performing the audit of our financial statements, BDO USA, LLP provided various other services during the fiscal years ended December 31, 2019 and December 31, 2018.

Our audit committee has determined that BDO USA, LLP’s provision of these services, which are described below, does not impair BDO USA, LLP’s independence from us.

During the years ended December 31, 2019 and December 31, 2018, fees for services provided by BDO USA, LLP were as follows:

Year Ended December 31,

Audit fees (1)

Consists of fees rendered in connection with the audit of our financial statements, including audited financial statements presented in our Annual Report on Form 10‑K, review of the interim financial statements included in our quarterly reports and services normally provided in connection with regulatory filings.

Included in 2019 Audit fees is an aggregate of $0.5 million of fees billed in connection with our initial public offering, which closed in 2019.

Audit fees in 2018 include fees related to the annual audit of the Company’s financial statements.

Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

These services include assistance regarding federal, state and international tax compliance, as well as technical tax advice related to federal and state income tax matters, assistance with sales tax and assistance with tax audits.

Policy on Audit Committee Pre-Approval of Audit and Permissable Non-Audit Services

Our audit committee’s policy is to pre‑approve all audit and permissible non‑audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed.

These services may include audit services, audit‑related services, tax services and other services.

Pre‑approval is detailed as to the particular service or category of services and is generally subject to a specific budget.

Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre‑approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our audit committee.

Principal Accounting Fees and Services

Exhibits, Financial Statement Schedules

19 unchanged sentences

and Verily Life Sciences LLC dated April 2, 2019.

Second Amendment to Sub-Sublease by and between Cortexyme, Inc.

and Verily Life Sciences LLC dated May 26, 2020

Form of Indemnification Agreement between Cortexyme, Inc.

10 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13 unchanged sentences

Each person whose signature appears below constitutes and appoints Casey C.

Lynch, Christopher Lowe and Kristen Gafric, and each of them, as his or her true and lawful attorney-in-fact and agent, 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 on Form 10-K, and to file the same, with all 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 in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Lynch, Christopher Lowe and Caryn McDowell, and each of them, as his or her true and lawful attorney-in-fact and agent, 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 on Form 10-K, and to file the same, with all 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 in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

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.

3 unchanged sentences

/s/ Christopher Lowe

Chief Financial Officer

Chief Operating Officer and Chief Financial Officer

March 1, 2021

Christopher Lowe

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

/s/ Ted Monohon

Chief Accounting Officer and Vice President, Finance

March 1, 2021

(Principal Accounting Officer)

/s/ Stephen S.

13 unchanged sentences

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-K

Item 9A. Controls and Procedures