SecProbe.io

CORRESP
 1
 filename1.htm

 ctnm20250520_corresp.htm

 Contineum Therapeutics, Inc.

 3565 General Atomics Court, Suite 200

 San Diego, California 92121

 May 21, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 Contineum Therapeutics, Inc.

 Registration Statement on Form S-3

 Filed May 14, 2025

 File No. 333-287275

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:30 p.m. Eastern Time on May 23, 2025, or as soon thereafter as is practicable.

 The Registrant hereby authorizes Ryan Gunderson of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

 Thank you for your assistance. If you should have any questions, please contact Ryan Gunderson of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8046.

 Very truly yours,

 Contineum Therapeutics, Inc.

 By:

 /s/ Peter Slover

 Peter Slover

 Chief Financial Officer

 Contineum Therapeutics, Inc.

 cc:
 Carmine Stengone, President, Chief Executive Officer and Director, Contineum Therapeutics, Inc.

 John Healy, General Counsel, Contineum Therapeutics, Inc.

 Jeffrey C. Thacker, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 Ryan Gunderson, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 John E. Maciejewski, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Carmine Stengone
Chief Executive Officer
Contineum Therapeutics, Inc.
3565 General Atomics Court, Suite 200
San Diego, CA 92121

 Re: Contineum Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed May 14, 2025
 File No. 333-287275
Dear Carmine Stengone:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeffrey C. Thacker, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 April 2, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4561

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Daniel Crawford

Laura Crotty

Ibolya Ignat

Kevin Juhar

Re:
 Contineum Therapeutics, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 1, 2024

File No. 333-278003

CIK No: 0001855175

Request for Acceleration of Effective Date

Requested Date:   Thursday, April 4, 2024

Requested Time:    4:00 P.M. Eastern Time

Dear Ladies and Gentlemen:

 Pursuant to Rule 460
under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the public offering of shares of the Registrant’s Class A common stock, as many copies of the preliminary prospectus of Contineum Therapeutics, Inc. (the
“Registrant”) as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We, the
undersigned Representatives, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

 In accordance with Rule 461 of the Securities Act,
we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on April 4, 2024, or such later time as the Registrant or its counsel may
orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the
Securities Act.

 [Signature Page Follows]

Very truly yours,

GOLDMAN SACHS & CO. LLC

MORGAN STANLEY & CO. LLC

As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement

GOLDMAN SACHS & CO. LLC

By:

/s/ Lyla Bibi Maduri

Name:

Lyla Bibi Maduri

Title:

Managing Director

MORGAN STANLEY & CO. LLC

By:

/s/ Chirag D. Surti

Name:

Chirag D. Surti

Title:

 Executive Director

cc:
 Carmine Stengone, Chief Executive Officer and President, Contineum Therapeutics, Inc.

Jeffrey Thacker, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Ryan J. Gunderson, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Leanne A. Gould, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Frank F. Rahmani, Sidley Austin LLP

Samir A. Gandhi, Sidley Austin LLP

J. Carlton Fleming, Sidley Austin LLP

Kostian Ciko, Sidley Austin LLP

[Signature Page to Underwriter Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 April 2, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Daniel Crawford

Laura Crotty

Ibolya Ignat

Kevin Juhar

Re:
 Contineum Therapeutics, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 1, 2024

File No. 333-278003

CIK No: 0001855175

Request for Acceleration of Effective Date

Requested Date:    Thursday, April 4, 2024

Requested Time:   4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Contineum Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-278003) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, by calling Ryan Gunderson at (858) 436-8046.

[Signature page follows]

 Securities and Exchange Commission

April 2, 2024

 Page 2

Sincerely,

Contineum Therapeutics, Inc.

By:

/s/ Peter Slover

Peter Slover

Chief Financial Officer

Contineum Therapeutics, Inc.

cc:
 Carmine Stengone, Chief Executive Officer and President, Contineum Therapeutics, Inc.

Jeffrey Thacker, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Ryan J. Gunderson, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Leanne A. Gould, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Frank F. Rahmani, Sidley Austin LLP

Samir A. Gandhi, Sidley Austin LLP

J. Carlton Fleming, Sidley Austin LLP

Kostian Ciko, Sidley Austin LLP

CORRESP
1
filename1.htm

CORRESP

 Contineum Therapeutics, Inc.

10578 Science Center Drive, Suite 200

San Diego, CA 92121

 The entity requesting
confidential treatment is:

 Contineum Therapeutics, Inc.

10578 Science Center Drive, Suite 200

 San Diego, CA 92121

Attn: Peter Slover

 Chief Financial Officer

(858) 333-5280

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

March 20, 2024

 Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Attn:

Daniel Crawford

Laura Crotty

Ibolya Ignat

Kevin Juhar

Re:

Contineum Therapeutics, Inc.

Registration Statement on Form S-1

Filed March 15, 2024

File No. 333-278003

CIK No: 0001855175

 Ladies and Gentlemen:

Contineum Therapeutics, Inc. (the “Company”, “we”, “our”, or
“us”), in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated January 11, 2024 (the
“Comment Letter”), relating to the Company’s Draft Registration Statement on Form S-1 confidentially submitted to the Commission on December 13, 2023, which was subsequently
updated by the Company with amendment No. 1 to the draft registration statement on Form

 1

S-1 confidentially submitted via EDGAR to the Commission on January 29, 2024, amendment No. 2 to the draft registration statement on Form S-1 confidentially submitted via EDGAR to the Commission on February 15, 2024 and a registration statement on Form S-1 filed with the Commission on March 15, 2024
(collectively, the “Registration Statement”), is submitting this supplemental letter to further address comment 10 of the Comment Letter. For the convenience of the Staff, the Company has incorporated the text
of comment 10 into this letter.

 Confidential Treatment Request

The Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be maintained in confidence, not be made
part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.
In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, the Company requests that it be
immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance notice of any intended
release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such an event, the Company requests that you telephone the undersigned at 858-524-3061 rather than rely on the U.S. mail for such notice.

 Staff Comment:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Significant Judgments and Estimates

Stock-Based Compensation Expense and Common Stock Valuation, page 108

10.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock compensation. Please discuss with the staff how to submit your response.

Response:

 The Company respectfully
submits the below additional information to assist the Staff in its review of the Company’s determination of the fair value of its common stock (“Common Stock”) underlying its outstanding equity awards, including the
changes in the valuation of its Common Stock from January 2022 to March 2024.

 Preliminary IPO Price Range

The Company advises the Staff that the Company currently expects a price range of approximately $[*] to $[*] per share (the Preliminary
Price Range”) with a midpoint of the anticipated Preliminary Price Range of approximately $[*] per share for the proposed initial public offering (“IPO”) of the Company’s common stock, par value $0.0001 per
share (the “Common Stock). The Company also advises the Staff that it expects to reflect a reverse stock split on a [*]:1.00 basis (the “Reverse Stock Split”) that the Company plans to effect prior to the
commencement of the “road show” for the proposed offering, which will be disclosed in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary Price Range;
however, all dollar amounts and per share amounts in this letter do not take into account the Reverse Stock Split.

 2

 The Preliminary Price Range is based in part upon the Company’s financial information,
history and prospects, prospects for the biopharmaceutical industry, an assessment of the Company’s management, its past and present operations, and the prospects for, and timing of, its future revenues, the present state of the Company’s
development, the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded shares and valuation multiples of generally comparable companies in the biopharmaceutical industry, as well as input
received in testing-the-waters meetings with investors and from Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the
“Representatives”) as the representatives of the several underwriters for the Company’s IPO. The Company notes that, as is typical in IPOs, the Preliminary Price Range for the Company’s IPO was not derived using a
formal determination of fair value, but was determined by discussions between the Company and the Representatives based on the assessment of the foregoing factors.

However, the parameters of the actual bona fide price range will be subject to then-current market conditions, continuing discussions with the
Representatives and any material developments impacting the Company. Also, due to the volatility in the capital markets, in particular the volatility experienced in the market by recent IPO issuers, there is a possibility that the actual bona fide
price range for the IPO may fall outside of the Preliminary Price Range (after giving effect to the Reverse Stock Split). In any event, the Company confirms to the Staff that the bona fide price range will comply with Item 501(b)(3) of Regulation S-K and C&DI 134.04. The Company’s final post-split bona fide price range remains under discussion between the Company and the Representatives, and a bona fide price range will be included in an amendment
to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show.

 Stock Option
Grants Since January 2022

 The Company has periodically granted equity awards, exclusively in the form of stock options, to certain
of its employees, directors, and consultants. The Company accounts for equity-based compensation in accordance with ASC 718 Compensation—Stock Compensation (“ASC 718”). In accordance with ASC 718, the Company estimates
the fair value of stock options as of the date of grant, using the Black-Scholes option pricing model (“Black-Scholes”). The Black-Scholes assumptions include the fair value of common shares, expected term of the option, the
expected volatility of the stock price, the expected dividend rate, and the risk-free interest rate during the expected term of the option.

The Company recognizes this estimated value of granted stock options as compensation expense over the contractual vesting period, during which
substantive services are provided in exchange for the award. From January 1, 2022 through March 20, 2024, the Company granted stock options, as follows:

 Stock Option Grant Date

Number of
Options
Granted

Exercise
Price

Fair Value Per Share of
Common Stock
on Grant Date under
409A Valuation Report

 December 7, 2022

166,675

$
1.34

$
1.34

 March 24, 2023

50,000

$
1.89

$
1.89

 September 27, 2023

265,000

$
1.93

$
1.93

 October 9, 2023

2,887,000

$
1.93

$
1.93

 October 31, 2023

60,000

$
2.05

$
2.05

 December 5, 2023

48,000

$
2.05

$
2.05

 3

 Historical Fair Value Determination and Methodology

As there has been no public market for the Company’s Common Stock to date, the estimated fair value of Common Stock for purposes of
granting equity awards has been determined by the Company’s board of directors (the “Board”), and the Board has estimated the fair value of the Common Stock at various grant dates, with input from management, considering
our most recently available third-party valuation of Common Stock by the applicable valuation firm (the “Valuation Firm”). All options to purchase shares of our Common Stock are intended to be granted with an exercise price
per share no less than the fair value per share of our Common Stock underlying those options on the date of grant, based on the information known to us on the date of grant.

Our determination of the value of our Common Stock was performed using methodologies, approaches and assumptions consistent with the American
Institute of Certified Public Accountants (“AICPA”), Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation (the “AICPA Practice Aid”).
In addition, our Board considered various objective and subjective factors to determine the fair value of our Common Stock at each grant date, including:

•

 valuations of our Common Stock performed by independent third-party valuation specialists;

•

 the anticipated capital structure that will directly impact the value of the currently outstanding securities;

•

 our results of operations and financial position;

•

 the status of our research and development efforts;

•

 the regulatory and clinical status of our product candidates;

•

 the composition of, and changes to, our management team and board of directors;

•

 the lack of liquidity of our common stock as a private company;

•

 our stage of development and business strategy and the material risks related to our business and industry;

•

 external market conditions affecting the life sciences and biotechnology industry sectors;

•

 U.S. and global economic conditions;

•

 the likelihood of achieving a liquidity event for the holders of our Common Stock, such as an initial public
offering, or a sale of our company, given prevailing market conditions; and

•

 the market value and volatility of comparable companies.

 4

 The AICPA Practice Aid prescribes several valuation approaches for setting the value of an
enterprise, such as the cost, income and market approaches, and various methodologies for allocating the value of an enterprise to its common stock. The cost approach establishes the value of an enterprise based on the cost of reproducing or
replacing the property less depreciation and functional or economic obsolescence, if present. The income approach establishes the value of an enterprise based on the present value of future cash flows that are reasonably reflective of our future
operations, discounting to the present value with an appropriate risk adjusted discount rate or capitalization rate. The market approach is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same
characteristics.

 In accordance with the AICPA Practice Aid, we considered the various methods for allocating the enterprise value to
determine the fair value of our Common Stock at the applicable valuation date. Under the option pricing method (“OPM”), shares are valued by creating a series of call options with exercise prices based on the liquidation
preferences and conversion terms of each equity class. The value of the common stock is inferred by analyzing these options. The probability weighted expected return method (“PWERM”) is a scenario-based analysis that
estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to us, as well as the economic and control rights of each share class.

Based on our early stage of development and other relevant factors, we determined, based on the third-party valuation by the Valuation Firm,
that a Hybrid Method was the most appropriate method for allocating our equity value to determine the estimated fair value of our Common Stock for valuations performed from January 1, 2022 through March 20, 2024. The Hybrid Method is a
hybrid between the PWERM and OPM, estimating the probability-weighted value across multiple scenarios but using the OPM to estimate the allocation of value within one or more of those scenarios. The Hybrid Method can be useful alternative to
explicitly modeling all PWERM scenarios in situations when the company has transparency into one or more near-term exits but is unsure about what will occur if the current plans fall through. In determining the estimated fair value of our Common
Stock, our Board also considered the fact that our stockholders could not freely trade our Common Stock in the public markets. Accordingly, we applied discounts to reflect the lack of marketability of our Common Stock based on the weighted-average
expected time to liquidity.

 The measurement dates of our valuations, date of Board approval, and the per share fair value of our Common
Stock since January 1, 2022 is set forth below:

 Measurement Date of Third-Party Valuation

Date of Board
approval

Per Share Fair Value
of Common stock *

 September 30, 2022

December 7, 2022

$
1.34

 December 31, 2022

March 24, 2023

$
1.89

 June 30, 2023

September 27, 2023

$
1.93

 October 16, 2023

November 29, 2023

$
2.05

*
 Fair value determined by Board on date of Board approval.

Set forth below in this letter is a discussion of each valuation the Company has performed to date and stock option grants from
January 1, 2022 through March 20, 2024.

 5

 Discussion of Common Stock Valuations and Stock Option Grants

3rd Quarter 2022 Valuation and 4th Quarter 2022
Stock Option Grants

 September 30, 2022 Valuation

Effective September 30, 2022, the Company obtained an independent third-party 409A valuation (“September 2022
Valuation”). In December 2022, the Board, considering the September 2022 Valuation, determined the estimated fair value of Common Stock.

The valuation used the Hybrid Method where four scenarios were examined; two stay private scenarios and two IPO scenarios. We applied the OPM
to allocate value in the stay-private scenarios and PWERM to determine the value of each class of the Company’s capital stock in the IPO scenarios. Under the stay private scenarios, the equity value was determined using the precedent
transaction method under the market approach based on the Series C preferred stock financing which was completed in February 2021. The valuation applied a Discount for Lack of Marketability (“DLOM”) of 30% under the stay
private scenarios. Under the IPO scenarios, we estimated the present value of the Common Stock upon an IPO. Under the Hybrid Method, a combined 90% weighting was applied to the two stay private scenarios and a combined 10% to the two IPO scenarios.
Other factors considered by the Board in the valuation of the Common Stock as of September 30, 2022 included, among others: the September 2022 Valuation; the early status and the risks associated with the product development plan

CORRESP
1
filename1.htm

CORRESP

 SILICON VALLEY

ANN ARBOR

 AUSTIN

BEIJING

 BOSTON

LOS ANGELES

 NEW YORK

SAN DIEGO

 SAN FRANCISCO

SÃO PAULO

SINGAPORE

 March 15, 2024

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Mail Stop 4561

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Daniel Crawford

 Laura Crotty

 Ibolya Ignat

 Kevin Juhar

Re:
 Contineum Therapeutics, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted February 15, 2024

CIK No. 0001855175

 Dear
Mr. Crawford:

 Contineum Therapeutics, Inc. (the “Company”) has electronically filed via EDGAR its registration statement on
Form S-1 (the “Registration Statement”), together with certain exhibits thereto.

 On
behalf of the Company, this letter responds to the comments set forth in the letter to the Company dated February 23, 2024 from the staff of the Securities and Exchange Commission (the “Staff”). For your convenience, we have repeated
and numbered the comments from the February 23, 2024 letter in bold italicized print, and the Company’s responses are provided below each comment. Page references in the text of this response letter correspond to the page numbers of the
Registration Statement. Capitalized terms used but not defined herein are used herein as defined in the Registration Statement.

 Securities and Exchange Commission

March 15, 2024

 Page 2

 Amendment No. 2 to Draft Registration Statement on Form S-1

 Business

 Our
PIPE-791 Phase 1 Healthy Volunteer Trial, page 122

1.
 We note the newly included statement on page 123 that the primary and secondary objectives were
“successfully characterized.” Please revise to clarify whether this is intended to mean that the primary and secondary objectives were met.

RESPONSE TO COMMENT 1:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 122 of the Registration Statement to clarify that the
trial met the primary and secondary objectives.

 Securities and Exchange Commission

March 15, 2024

 Page 3

 Please do not hesitate to contact the undersigned at (858)
436-8046 or ryangunderson@gunder.com if you have any questions or would like additional information regarding this matter.

Very truly yours,

GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP

By:

 /s/ Ryan J. Gunderson

Name:

Ryan J. Gunderson

cc:
 Carmine Stengone, Chief Executive Officer and President, Contineum Therapeutics, Inc.

Peter T. Slover, Chief Financial Officer, Contineum Therapeutics, Inc.

Jeffrey Thacker, Partner, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Frank F. Rahmani, Sidley Austin LLP

Samir A. Gandhi, Sidley Austin LLP

J. Carlton Fleming, Sidley Austin LLP

United States securities and exchange commission logo
February 23, 2024
Carmine Stengone
Chief Executive Officer and President
Contineum Therapeutics, Inc.
10578 Science Center Drive, Suite 200
San Diego, California 92121
Re:Contineum Therapeutics, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted February 15, 2024
CIK No. 0001855175
Dear Carmine Stengone:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 7, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Business
Our PIPE-791 Phase 1 Healthy Volunteer Trial, page 122
1.We note the newly included statement on page 123 that the primary and secondary
objectives were "successfully characterized." Please revise to clarify whether this is
intended to mean that the primary and secondary objectives were met.
            Please contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other questions.

 FirstName LastNameCarmine  Stengone
 Comapany NameContineum Therapeutics, Inc.
 February 23, 2024 Page 2
 FirstName LastName
Carmine  Stengone
Contineum Therapeutics, Inc.
February 23, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Thacker, Esq.

United States securities and exchange commission logo
February 7, 2024
Carmine Stengone
Chief Executive Officer and President
Contineum Therapeutics, Inc.
10578 Science Center Drive, Suite 200
San Diego, California 92121
Re:Contineum Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 29, 2024
CIK No. 0001855175
Dear Carmine Stengone:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Company Overview, page 1
1.We note your response to our prior comment 3 and reissue in part. You continue to
reference PIPE-791 as a "highly differentiated" therapeutic for both IPF and Progressive
MS throughout the prospectus. Please revise your disclosure to explain why you believe
this is the case, providing support for the use of this term as necessary. In addition, please
revise your statement that the company has "demonstrated" the ability to develop selective
compounds targeting challenging molecular pathways, as the statement appears premature
given the company has not received approval for or commercialized any of its product
candidates.

 FirstName LastNameCarmine  Stengone
 Comapany NameContineum Therapeutics, Inc.
 February 7, 2024 Page 2
 FirstName LastName
Carmine  Stengone
Contineum Therapeutics, Inc.
February 7, 2024
Page 2
PIPE-791 for the Potential Treatment of IPF, page 2
2.We note the revisions made in response to our prior comment 4 on pages 2, 5, 114 and
117. Please revise your statement that you believe PIPE-791 "has the potential to be the
first FDA-approved once-daily drug to treat IPF," which appears equivalent to claiming it
is a first-in-class therapeutic, and is speculative given your current stage of development.
Our Strategy, page 5
3.Please revise to remove your statements here and on page 117 that you intend to "[r]apidly
pursue clinical development of PIPE-791" as it is speculative that you may control the
pace of clinical development of your product candidates.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
93
4.We note your response to our prior comment 9 and reissue in part. Please revise to
disclose the exact period of time the J&J License Agreement may expire "after the first
commercial sale of such licensed product in such country."
            Please contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Thacker, Esq.

United States securities and exchange commission logo
January 11, 2024
Carmine Stengone
Chief Executive Officer and President
Contineum Therapeutics, Inc.
10578 Science Center Drive, Suite 200
San Diego, California 92121
Re:Contineum Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted December 13, 2023
CIK No. 0001855175
Dear Carmine Stengone:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note you applied “for the quotation of the common stock on the Nasdaq Global Select
Market.” Please revise to clarify whether the offering is contingent upon final approval of
your Nasdaq listing. Please ensure that the disclosure is consistent with your underwriting
agreement.
Our Clinical Pipeline, page 1
2.We note the inclusion of the LPA1R DC and Discovery rows in the pipeline tables on
pages 2 and 113. Please explain why you believe these product candidates are material to
the company's operations at this time. In the event the company does consider each
material, please provide more detailed disclosure in both the Summary and Business
sections regarding each candidate. In the event these candidates are not material at this
time, please revise the pipeline table to remove each row. Note that the "Mechanism" and

 FirstName LastNameCarmine  Stengone
 Comapany NameContineum Therapeutics, Inc.
 January 11, 2024 Page 2
 FirstName LastName
Carmine  Stengone
Contineum Therapeutics, Inc.
January 11, 2024
Page 2
"Program" columns for the Discovery row should be revised to include substantive
information if such row remains in the table.
Prospectus Summary
Company Overview, page 1
3.We note various statements throughout the Prospectus that imply the efficacy of your
product candidates. For example, you state that certain candidates are “potent,” that you
“believe that PIPE-791, through its optimized preclinical selectivity, potency and dosing
profile, has the potential to become a highly differentiated therapeutic for both IPF and
Progressive MS,” that you “believe PIPE-791 has the potential to demonstrate
differentiated efficacy and an improved dosing profile versus other LPA1R assets in
development” and that you have "demonstrated" certain improvements in disease in
preclinical studies and trials to date. Because none of your product candidates have been
approved, please revise to remove these and similar statements, as efficacy determinations
are within the sole jurisdiction of the FDA and other similar foreign regulators. You may
include information regarding data observed in studies and trials but may not include the
company's conclusions based on such data.
4.We note your disclosure in the Summary and elsewhere that PIPE-307 is a potentially
"first-in-class” M1R inhibitor and that PIPE-791 has the potential to be a "best-in-class"
treatment for IPF. These terms suggest that your product candidates are effective and
likely to be approved. Given the stage of development of each, the terms
appear speculative. Please revise to delete these references here and throughout your
registration statement.
PIPE-307, page 3
5.Please revise your disclosure on page 4 to disclose that J&J has the right, in its sole
discretion, to further develop or to elect not to develop PIPE-307 for RRMS.
Our Team, page 6
6.We note you disclose the names of your investors on pages 6 and 118. Please limit the
disclosure of specific investors to those identified in the Principal Shareholder table on
page 196. Additionally, indicate that prospective investors should not rely on the named
investors’ investment decision, that these investors may have different risk tolerances and
that the shares purchased in the referenced financings were conducted at a significant
discount to the IPO price, if true.
Risks Related to Our Business, page 6
7.Please revise your Summary Risk Factors to quantify your accumulated deficit.

 FirstName LastNameCarmine  Stengone
 Comapany NameContineum Therapeutics, Inc.
 January 11, 2024 Page 3
 FirstName LastName
Carmine  Stengone
Contineum Therapeutics, Inc.
January 11, 2024
Page 3
Risk Factors
We do not intend to pay cash dividends for the foreseeable future., page 75
8.We note your risk factor on page 75 states your Loan Agreement with First Citizens Bank
“contains a negative covenant which prohibits [you] from paying dividends subject to
limited exceptions.” We also note your disclosure on page 100 which states that you
repaid all of the outstanding principal, the final payment fee and all outstanding and
accrued interest on the loan as of June 2023. Please revise your disclosure to clarify
whether the agreement is still in place and whether the negative covenant is still
applicable.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Collaboration, page 93
9.We note your disclosure that the J&J License Agreement expires on a "country-by-
country basis upon expiration of all royalty payment obligations for all products in such
country". Please revise to provide more specificity regarding the term of the agreement, as
such disclosure does not provide investors with a clear understanding of the duration.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation Expense and Common Stock Valuation, page 108
10.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock
compensation. Please discuss with the staff how to submit your response.
Business, page 112
11.We note your discussion of statistical significance throughout the Business section. Please
revise your disclosure to provide p-values for the results of each study that was powered
for statistical significance. In addition, please disclose the primary and secondary
endpoints for each trial, to the extent applicable, adverse events and whether the trials met
the designated endpoints if the trial has concluded.
Preclinical Data Comparison Between PIPE-791 and Other LPA1R Antagonists, page 127
12.Please revise your table on page 128 to remove comparisons that were not the result of
head-to-head preclinical studies and revise to disclose the designs of the preclinical in
vitro and in vivo studies you conducted comparing PIPE-791 and third-party compounds.

 FirstName LastNameCarmine  Stengone
 Comapany NameContineum Therapeutics, Inc.
 January 11, 2024 Page 4
 FirstName LastName
Carmine  Stengone
Contineum Therapeutics, Inc.
January 11, 2024
Page 4
Clinical Development Plan of PIPE-791 in IPF, page 128
13.Please revise page 128 to remove the statement that you will submit a CTA “[f]ollowing
favorable safety results from [y]our Phase 1 healthy volunteer trial” as it assumes your
Phase 1 trial will be successful.
Intellectual Property, page 150
14.Please revise your disclosure to clarify the jurisdictions where you have patents and
pending patent applications for each of your patent families covering PIPE-791.
Notes to Audited Financial Statements
2. Summary of Significant Accounting Policies, page F-8
15.Please revise to disclose your revenue recognition policy within the audited financial
statements including your policy for contract modifications in accordance with ASC 606-
10-25-10 through 25-13, as set forth in ASC 606-10-50-1. Provide us with your
comprehensive analysis for the accounting treatment applied to the August 2023 contract
modification discussed on page F-52, including specific references to the supporting
authoritative accounting guidance. Also, revise the disclosure of your revenue
recognition policies and estimates within MD&A to discuss your policy for contract
modifications, focusing on the assumptions and uncertainties underlying this critical
accounting estimate. Refer to SEC Release No. 33-8350.
General
16. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
            Please contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Thacker, Esq.