Quince Therapeutics, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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 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 (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. Item 9B. Other Information None 96 PART III Item 10. Directors, Executive Officers and Corporate Governance 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 We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our board of directors, officers and employees. Our Code of Business Conduct and Ethics is posted 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. 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. Item 11. Executiv e Compensation Executive Compensation 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. Item 12. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. Item 14. Principal Accounting Fees and Services 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. 97 PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this report: 1. Financial Statements See Index to Financial Statements in Part II Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 3. Exhibits The documents listed in the Exhibit Index are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). Item 16. Form 10-K Summary None 98 Exhibit Index Incorporated by reference Filed or furnished herewith Exhibit No. Exhibit title Form File No. Exhibit No. Filing date 3.1 Amended and Restated Certificate of Incorporation 8-K 001-38890 3.1 5/13/2019 3.2 Amended and Restated Bylaws 8-K 001-38890 3.2 5/13/2019 4.1 Specimen Stock Certificate S-1/A 333-230853 4.1 4/29/2019 4.2 Amended and Restated Investors’ Rights Agreement, dated May 23, 2018, by and among the Registrant and certain of its stockholders . S-1 333-230853 4.2 4/12/2019 4.3 Description of Securities X 10.1 Sub-Sublease Agreement by and between Cortexyme, Inc. and Verily Life Sciences LLC, dated June 18, 2018. S-1 333-230853 10.1 4/12/2019 10.2 Amendment No. 1 to Sub-Sublease by and between Cortexyme, Inc. and Verily Life Sciences LLC dated April 2, 2019. 10-Q 001-38890 10.1 8/9/2019 10.3 Second Amendment to Sub-Sublease by and between Cortexyme, Inc. and Verily Life Sciences LLC dated May 26, 2020 10-Q 001-38890 10.1 8/14/2020 10.4 Form of Indemnification Agreement between Cortexyme, Inc. and each of its officers and directors. S-1/A 333-230853 10.2 4/29/2019 10.5+ 2014 Stock Plan, as amended as of November 28, 2018, and related forms of stock award agreements. S-1 333-230853 10.3 4/12/2019 10.6+ 2019 Equity Incentive Plan and forms of stock award agreements thereunder. S-1/A 333-230853 10.4 4/29/2019 10.7+ 2019 Employee Stock Purchase Plan. S-1/A 333-230853 10.5 4/29/2019 10.8+ Executive Incentive Bonus Plan. S-1 333-230853 10.6 4/12/2019 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) X 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act X 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and Rule 15d-14(a) of the Exchange Act X 32.1* Certification of Chief Executive 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 X 32.2* 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 X 101.INS XBRL Instance Document X 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB XBRL Taxonomy Extension Label Linkbase Document X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X * Furnished and not filed. + Indicates a management contract or compensatory plan or arrangement. 99 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 . Cortexyme, Inc. Date: March 1, 2021 By: /s/ Casey C. Lynch Casey C. Lynch President, Chief Executive Officer and Chairman POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Casey C. 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. Name Title Date /s/ Casey C. Lynch President, Chief Executive Officer and Chairman of our Board of Directors March 1, 2021 Casey C. Lynch (Principal Executive Officer) /s/ Christopher Lowe Chief Operating Officer and Chief Financial Officer March 1, 2021 Christopher Lowe (Principal Financial Officer) /s/ Ted Monohon Chief Accounting Officer and Vice President, Finance March 1, 2021 Ted Monohon (Principal Accounting Officer) /s/ Stephen S. Dominy Director March 1, 2021 Stephen S. Dominy, M.D. /s/ David A. Lamond Director March 1, 2021 David A. Lamond /s/ Margaret McLoughlin Director March 1, 2021 Margaret McLoughlin, Ph.D. /s/ Una Ryan Director March 1, 2021 Una Ryan, OBE Ph.D. /s/ Christopher J. Senner Director March 1, 2021 Christopher J. Senner /s/ Kevin Young Director March 1, 2021 Kevin Young, CBE 100