CTNM Contineum Therapeutics Inc

 

 

As filed with the Securities and Exchange Commission on March 6, 2025

 

Registration No. 333-         

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Contineum Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)

27-1467257 (IRS Employer Identification No.)

 

3565 General Atomics Court, Suite 200 San Diego, CA (Address of Principal Executive Offices)

92121 (Zip Code)

 

 

Contineum Therapeutics, Inc. 2024 Equity Incentive Plan

Contineum Therapeutics, Inc. 2024 Employee Stock Purchase Plan

(Full title of the plan)

 

 

Carmine Stengone

Chief Executive Officer and President

Contineum Therapeutics, Inc.

3565 General Atomics Court, Suite 200

San Diego, CA 92121

(Name and address of agent for service)

 

(858) 333-5280

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

Explanatory Note

 

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed to register additional securities of the same class as other securities for which a Registration Statement on Form S-8 of Contineum Therapeutics, Inc. (the “Registrant”) relating to the same employee benefit plans is effective. The Registrant previously registered shares of Class A common stock, par value $0.001 per share (“Common Stock”), for issuance under the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”) and the Registrant’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”) pursuant to the Registration Statements filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2024 (File No. 333-278580) (the “Prior Registration Statement”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference. The Registrant is registering an additional 1,292,727 shares of Common Stock under the 2024 Plan and an additional 258,545 shares of Common Stock under the 2024 ESPP, pursuant to the provisions of each respective plan which provide for annual automatic increases in the number of shares of Common Stock reserved and available for issuance on January 1, 2025.

 

PART I

 

Information Required in the Section 10(a) Prospectus

 

The information specified in this Part I is omitted from this Registration Statement on Form S-8, or the Registration Statement, in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended, or the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

PART II

 

Information Required in the Registration Statement

 

Item 3.   Incorporation of Documents by Reference

 

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the SEC:

 

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 6, 2025;

 

(b)

all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the registrant document referred to in (a) above; and

 

(c)

the description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-42001), filed by the Registrant with the SEC under Section 12(b) of the Exchange Act, on April 2, 2024, including any amendments or reports filed for the purpose of updating such description.

 

All other reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating any documents or information that the Registrant is deemed to furnish and not file in accordance with SEC rules. Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed incorporated by reference in this Registration Statement modifies or supersedes that statement.

 

Item 8.   Exhibits

 

The following exhibits are incorporated herein by reference.

 

Incorporated by Reference

Filed

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

Herewith

4.1

Form of Registrant’s Class A common stock certificate.

S-1/A

333-278003

4.1

04/01/2024

4.2

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

001-42001

3.1

04/09/2024

4.3

Amended and Restated Bylaws of the Registrant.

8-K

001-42001

3.2

04/09/2024

5.1

Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

X

23.1

Consent of Independent Registered Public Accounting Firm.

X

23.2

Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).

X

24.1

Power of Attorney (contained on the signature page hereto).

X

99.1

2024 Equity Incentive Plan and forms of agreements thereunder.

S-1/A

333-278003

10.3

04/01/2024

99.2

2024 Employee Stock Purchase Plan.

S-1/A

333-278003

10.4

04/01/2024

107

Filing Fee Table.

X

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on March 6, 2025.

 

	Contineum Therapeutics, Inc.
	By: /s/ Carmine Stengone
	Carmine Stengone
	President, Chief Executive Officer and Director

 

 

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, including post-effective amendments, to this registration statement, 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.

 

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature	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 Principal 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

 

 

March 6, 2025

 

Contineum Therapeutics, Inc.

3565 General Atomics Court, Suite 200

San Diego, CA 92121

 

 

Ladies and Gentlemen:

 

We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by Contineum Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 1,551,272 shares of the Company’s Class A common stock, $0.001 par value per share (the “Shares”), that are subject to issuance by the Company (i) upon the exercise or settlement of awards granted or to be granted under the Company’s 2024 Equity Incentive Plan, and (ii) the exercise of purchase rights to acquire shares of common stock granted or to be granted under the Company’s 2024 Employee Stock Purchase Plan. The Company’s 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan are collectively referred to in this letter as the “Plans.”

 

In connection with this opinion, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans. We have also examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”). Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

Based upon and subject to the foregoing, we advise you that, in our opinion, when the Shares have been issued and sold by the Company pursuant to the applicable provisions of the Plans and pursuant to the agreements which accompany the Plans, and in accordance with the Registration Statement, such Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Sincerely,

 

/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP

 

GUNDERSON DETTMER STOUGH

VILLENEUVE FRANKLIN & HACHIGIAN, LLP

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan of Contineum Therapeutics, Inc. of our report dated March 6, 2025, with respect to the financial statements of Contineum Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

 

/s/ Ernst & Young LLP

 

San Diego, California

March 6, 2025

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Contineum Therapeutics, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Common Stock, par value $0.001 per share	457(c) and 457(h)	1,292,727(2)	$7.16(3)	$9,255,925.32	0.00015310	$1,417.08
Equity	Class A Common Stock, par value $0.001 per share	457(c) and 457(h)	258,545(4)	$6.09(5)	$1,574,539.05	0.00015310	$241.06
Total Offering Amounts					$10,830,464.37		$1,658.14
Total Fee Offsets(6)							—
Net Fee Due							$1,658.14

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant's Class A common stock, par value $0.001 per share (the “Common Stock”), that become issuable under the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”) and the Registrant’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”), as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable.
(2)	Represents shares of Common Stock that were automatically added to the shares available for issuance under the 2024 Plan on January 1, 2025, pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2024 Plan will automatically increase on January 1st of each year, commencing on January 1, 2025 and ending on (and including) January 1, 2034. The number of shares added each year will be equal to the lesser of (a) 5% of the total number of shares of the Registrant’s Class A common stock and Class B common stock actually issued and outstanding on December 31st of the preceding fiscal year or (b) a number of shares of Common Stock determined by the Registrant’s board of directors (the “Board”). Notwithstanding the foregoing, the Board retains the right in its sole discretion to forego an increase for any fiscal year following an annual review by the Board of the share reserve of the 2024 Plan.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Select Market on February 28, 2025, a date within five business days prior to the filing of this Registration Statement.
(4)	Represents shares of Common Stock that were automatically added to the shares available for issuance under the 2024 ESPP on January 1, 2025, pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2024 ESPP will automatically increase on January 1st of each year, commencing on January 1, 2025 and ending on (and including) January 1, 2044. The number of shares added each year will be equal to the lesser of (i) 1% of the total number of shares of the Registrant’s Class A common stock and Class B common stock actually issued and outstanding on December 31st of the preceding fiscal year, (ii) 280,000 shares of Common Stock (subject to anti-dilution adjustments pursuant to Section 3(c) of the 2024 ESPP), or (iii) a number of shares of Common Stock determined by the Board.
(5)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Select Market on February 28, 2025, a date within five business days prior to the filing of this Registration Statement, multiplied by 85%. Pursuant to the 2024 ESPP, the purchase price of a share of Common Stock is 85% of the fair market value of the Registrant’s Common Stock.
(6)	The Registrant does not have any fee offsets.

---