الإحصائيات الأساسية
| CIK | 1827087 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vigil Neuroscience, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 15, 2025 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41200 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specif |
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| August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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| August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 POS AM As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEURO |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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| August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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| August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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| August 5, 2025 |
Fourth Amended and Restated Certificate of Incorporation of Vigil Neuroscience, Inc. EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGIL NEUROSCIENCE, INC. FIRST: The name of the corporation is: Vigil Neuroscience, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is: 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent for |
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| August 5, 2025 |
EX-99.1 Exhibit 99.1 CONTINGENT VALUE RIGHTS AGREEMENT By and between SANOFI and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Rights Agent Dated as of August 5, 2025 TABLE OF CONTENTS Page Article I Definitions 4 Section 1.1 Definitions 4 Section 1.2 Additional Definitions 9 Section 1.3 Other Definitional Provisions 10 Article II Contingent Value Rights 10 Section 2.1 |
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| August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 POS AM As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| July 17, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| June 30, 2025 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 16, 2025 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Vigil Neuroscience, Inc. |
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| June 16, 2025 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| May 22, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 22, 2025 |
FORM OF VOTING AND SUPPORT AGREEMENT EX-99.1 Exhibit 99.1 FORM OF VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2025, by and between Sanofi, a French société anonyme (“Parent”), and the undersigned stockholder (the “Stockholder”) of Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto. WITNESSETH: WHEREAS, concurrently wit |
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| May 22, 2025 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: SANOFI, VESPER ACQUISITION SUB INC. and VIGIL NEUROSCIENCE, INC. Dated as of May 21, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER 5 Section 1.1 Merger of Merger Sub into the Company 5 Section 1.2 Effect of the Merger 5 Section 1.3 Closing; Effective Time 5 Section 1.4 Certificate of Incorporation and Bylaws; Directors and Officers 5 Section 1.5 C |
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| May 22, 2025 |
Letter Agreement, dated as of May 21, 2025 by and between Vigil Neuroscience, Inc. and Amgen Inc. Exhibit 10.1 VIGIL NEUROSCIENCE, INC. 100 Forge Road, Suite 700 Watertown, MA 02472 Date: May 21, 2025 VIA EMAIL AND FEDEX Amgen Inc. One Amgen Center Drive Thousand Oaks, California 91320 Attn: Corporate Secretary Re: Partial Termination of License Agreement solely with respect to the MAB Program Ladies and Gentlemen: Reference is hereby made to the Exclusive License Agreement, dated July 9, 2020 |
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| May 22, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| May 22, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 22, 2025 |
Exhibit 99.2 Vigil Neuroscience Enters into Definitive Merger Agreement to be Acquired by Sanofi - Vigil’s shareholders to receive up to $10.00 per share in cash, comprised of $8.00 per share in cash at closing and a non-tradeable contingent value right of $2.00 per share in cash following the first commercial sale of VG-3927 - - Acquisition expected to strengthen development path for the oral sma |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEUR |
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| May 7, 2025 |
Exhibit 99.1 Vigil Neuroscience Reports First Quarter 2025 Financial Results and Provides Recent Business Updates – On track to report final analysis from IGNITE Phase 2 clinical trial evaluating iluzanebart in ALSP in Q2 2025 – - Plans to initiate Phase 2 clinical trial evaluating VG-3927 in Alzheimer’s disease in Q3 2025 – WATERTOWN, Mass., May. 7, 2025 — Vigil Neuroscience, Inc. (Nasdaq: VIGL), |
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| May 7, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 11, 2025 |
Up to 5,376,340 Shares of Common Stock Offered by the Selling Stockholder Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-286243 Prospectus Up to 5,376,340 Shares of Common Stock Offered by the Selling Stockholder This prospectus relates to the offer and resale, from time to time, of up to 5,376,340 shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon conversion of 537,634 shares of Series A Non-Voting Conve |
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| April 4, 2025 |
CORRESP VIA EDGAR April 4, 2025 United States Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N. |
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| March 31, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 31, 2025 |
As filed with the Securities and Exchange Commission on March 31, 2025 S-3 Table of Contents As filed with the Securities and Exchange Commission on March 31, 2025 Registration No. |
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| March 31, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 31, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vigil Neuroscience, Inc. |
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| March 13, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vigil Neuroscience, Inc. |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41200 VIGIL NEUROSCIE |
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| March 13, 2025 |
Exhibit 99.1 Vigil Neuroscience Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Recent Business Updates – Announced positive data from Phase 1 clinical trial evaluating VG-3927 for potential treatment of Alzheimer’s Disease (AD); plans to initiate Phase 2 clinical trial in Q3 2025 – – On track to report final analysis from IGNITE Phase 2 clinical trial evaluating iluzaneba |
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| March 13, 2025 |
Amended and Restated Insider Trading Policy Exhibit 19 VIGIL NEUROSCIENCE, INC. AMENDED AND RESTATED INSIDER TRADING POLICY This memorandum sets forth the policy of Vigil Neuroscience, Inc. (the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Amended and Restated Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider trad |
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| March 13, 2025 |
VIGIL NEUROSCIENCE, INC. COMPENSATION RECOVERY POLICY Adopted as of October 2, 2023 Exhibit 97 VIGIL NEUROSCIENCE, INC. COMPENSATION RECOVERY POLICY Adopted as of October 2, 2023 Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons ( |
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| March 13, 2025 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of the general terms and provisions of the registered securities of Vigil Neuroscience, Inc. (the “Company,” “we,” “us,” and “our”) set forth below does not purport to be complete. It is subject to and qualified in its entirety by reference to our Third Amende |
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| March 13, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| March 13, 2025 |
As filed with the Securities and Exchange Commission on March 13, 2025 As filed with the Securities and Exchange Commission on March 13, 2025 Registration No. |
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| January 23, 2025 |
Exhibit 99.1 Vigil Neuroscience Reports Positive Data from its Phase 1 Clinical Trial Evaluating VG-3927 for the Potential Treatment of Alzheimer’s Disease - Safety, tolerability, pharmacokinetic, and pharmacodynamic profile supports continued development of VG-3927 as potential once-daily oral therapy for Alzheimer’s disease (AD) - - Robust and dose-dependent reductions of sTREM2 were achieved de |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2024 |
VIGL / Vigil Neuroscience, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2427061d16sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares |
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| November 14, 2024 |
VIGL / Vigil Neuroscience, Inc. / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-vigl093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* VIGIL NEUROSCIENCE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) C |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL |
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| November 7, 2024 |
Exhibit 99.1 Vigil Neuroscience Reports Third Quarter 2024 Financial Results and Provides Business Update - Final analysis from IGNITE Phase 2 clinical trial evaluating iluzanebart in ALSP planned for first half of 2025 - - Data from Phase 1 clinical trial evaluating VG-3927 in Alzheimer’s Disease on track for first quarter of 2025 - WATERTOWN, Mass. – November 7, 2024 – Vigil Neuroscience, Inc. ( |
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| November 7, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| October 9, 2024 |
VIGL / Vigil Neuroscience, Inc. / Vida Ventures GP III, L.L.C. - SC 13D/A Activist Investment SC 13D/A 1 d835577dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commis |
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| September 17, 2024 |
Vigil Neuroscience Announces FDA Has Removed Partial Clinical Hold on VG-3927 Exhibit 99.1 Vigil Neuroscience Announces FDA Has Removed Partial Clinical Hold on VG-3927 WATERTOWN, Mass. – September 17, 2024 – Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, today announced that the U.S. Food and Drug Administration (FDA) has removed the partial clin |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEURO |
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| August 13, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissio |
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| August 13, 2024 |
Amended and Restated Non-Employee Director Compensation Policy Exhibit 10.1 VIGIL NEUROSCIENCE, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (As Adopted: June 5, 2024) The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Vigil Neuroscience, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber dire |
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| August 13, 2024 |
Exhibit 99.1 Vigil Neuroscience Reports Second Quarter 2024 Financial Results and Provides Business Update - Announced $40 million strategic investment from Sanofi; Extended cash runway into 2026 - - Provided update on iluzanebart clinical development strategy to pursue potential accelerated approval pathway in ALSP - - Announced interim data from VG-3927 Phase 1 trial in healthy volunteers that s |
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| August 12, 2024 |
VIGL / Vigil Neuroscience, Inc. / Invus Global Management, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| August 12, 2024 |
EX-1 2 d854136dex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the securities of Vigil Neuroscience, Inc. is, and any amendments thereto signed by each or any of the undersigned shall be, filed on behalf of each of such person pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act o |
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| July 24, 2024 |
Exhibit 99.1 Vigil Neuroscience Announces Interim Data from its Ongoing Phase 1 Clinical Trial Evaluating VG-3927 in Healthy Volunteers Supporting Continued Development in Alzheimer’s Disease - Safety, tolerability, pharmacokinetic and pharmacodynamic profile of VG-3927 supports continued development as potential once-daily oral therapy for Alzheimer’s disease (AD) - - VG-3927 achieved robust decr |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| July 18, 2024 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| July 18, 2024 |
Exhibit 99.1 Vigil Neuroscience Provides Update on Clinical Development Strategy to Pursue Potential Accelerated Approval Pathway for Iluzanebart in ALSP WATERTOWN, Mass., July 18, 2024 (GLOBE NEWSWIRE) — Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, announced today an |
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| June 27, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2024, by and between Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and Aventis Inc., a company organized and existing under the laws of the State of Pennsylvania, having registered offices at 55 Corporate Drive in Bridgewater, New Jersey 08807 (the “Purchaser |
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| June 27, 2024 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| June 27, 2024 |
Exhibit 99.1 Vigil Neuroscience Announces $40 Million Strategic Investment from Sanofi - Sanofi to invest $40 million at an as-converted price of $7.44 per share of common stock- - Sanofi to receive an exclusive right of first negotiation for license of Company’s small molecule TREM2 agonist program, including VG-3927, currently in phase 1 clinical studies - - Company expects proceeds to extend ca |
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| June 27, 2024 |
Exhibit 3.1 VIGIL NEUROSCIENCE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW VIGIL NEUROSCIENCE, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereb |
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| June 6, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| June 6, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGIL NEUROSCIENCE, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Vigil Neuroscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The Corporation was originally inc |
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| June 6, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VIGIL NEUROSCIENCE, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may |
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| May 7, 2024 |
Amended and Restated Non-Employee Director Compensation Policy Exhibit 10.1 VIGIL NEUROSCIENCE, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Vigil Neuroscience, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees |
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| May 7, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEUR |
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| May 7, 2024 |
Exhibit 99.1 Vigil Neuroscience Reports First Quarter 2024 Financial Results and Provides Business Update – Enrollment completed for Phase 2 trial evaluating iluzanebart in ALSP; Next data readout planned for Q3 2024 – – Phase 1 healthy volunteer trial evaluating VG-3927 for Alzheimer’s disease ongoing; Interim data analysis on track for mid-2024 – WATERTOWN, Mass., May 7, 2024 (GLOBE NEWSWIRE) — |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 22, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| April 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 29, 2024 |
VIGL / Vigil Neuroscience, Inc. / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 3) Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) March 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| March 26, 2024 |
As filed with the Securities and Exchange Commission on March 26, 2024 As filed with the Securities and Exchange Commission on March 26, 2024 Registration No. |
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| March 26, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vigil Neuroscience, Inc. |
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| March 26, 2024 |
Exhibit 99.1 Vigil Neuroscience Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update – Reported positive interim data from Phase 2 IGNITE proof-of-concept clinical trial evaluating iluzanebart (VGL101) for treatment of ALSP; - Enrollment for IGNITE trial completed with 20 patients enrolled; Next data readout planned for Q3 2024 – – Phase 1 healthy volunteer clin |
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| March 26, 2024 |
Form of Non-Qualified Stock Option Agreement Inducement Award Exhibit 99.2 VIGIL NEUROSCIENCE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (INDUCEMENT AWARD) Name of Optionee: [•] No. of Option Shares: [•] Option Exercise Price per Share: $[•] Grant Date: [•] Expiration Date: [•] Vigil Neuroscience, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or |
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| March 26, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41200 VIGIL NEUROSCIE |
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| March 26, 2024 |
Exhibit 97 VIGIL NEUROSCIENCE, INC. COMPENSATION RECOVERY POLICY Adopted as of October 2, 2023 Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons ( |
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| February 14, 2024 |
VIGL / Vigil Neuroscience, Inc. / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
VIGL / Vigil Neuroscience, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243573d16sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares” |
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| February 12, 2024 |
VIGL / Vigil Neuroscience, Inc. / Flynn James E Passive Investment SC 13G/A 1 e619252sc13ga-vigil.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) * Vigil Neuroscience, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92673K108 (CUSIP Number) December |
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| February 9, 2024 |
VIGL / Vigil Neuroscience, Inc. / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A 1 d707875dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| January 11, 2024 |
JP Morgan Healthcare Conference January 11, 2024 © Vigil Neuroscience, Inc. 2024. All rights reserved. Ivana Magovčević-Liebisch, PhD, JD President & Chief Executive Officer Exhibit 99.1 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements,” which are made pursuant to the safe harbor provisions of the federal securities laws, including the Private Securities Litigation |
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| November 16, 2023 |
Interim Analyses of ILLUMINATE Natural History Study & IGNITE Phase 2 Trial for Iluzanebart (VGL101) in ALSP November 16, 2023 Exhibit 99. |
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| November 16, 2023 |
Exhibit 99.1 Vigil Neuroscience Reports Positive Interim Data from Phase 2 IGNITE Proof-of-Concept Clinical Trial Evaluating Iluzanebart (VGL101) as a Treatment for ALSP and from Ongoing Natural History Study ILLUMINATE - Iluzanebart demonstrated favorable safety and tolerability, including no hematologic adverse events - - Clear CNS target engagement and downstream pharmacological activity at 20 |
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| November 16, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commiss |
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| November 7, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| November 7, 2023 |
Exhibit 99.1 Vigil Neuroscience Reports Third Quarter 2023 Financial Results and Provides Business Update – Interim data from 20 mg/kg cohort in IGNITE Phase 2 clinical trial of VGL101 in ALSP on track for this quarter – – First participant dosed in Phase 1 study of VG-3927, the first and only small molecule TREM2 agonist in clinical development for potential treatment of Alzheimer’s disease – – A |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| September 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commis |
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| September 13, 2023 |
Exhibit 99.1 Vigil Neuroscience Small Molecule KOL Event September 13, 2023 © Vigil Neuroscience, Inc. 2023. All rights reserved. Today’s Agenda 7:30 – 7:35 AM (5 min) 8:30 – 8:45 AM (15 min) Opening Remarks & Corporate Overview Alzheimer’s Disease Treatment & Unmet Need Ivana Magovčević-Liebisch, PhD, JD Samuel E. Gandy, PhD, MD Chief Executive Officer, Vigil Neuroscience, Inc. Mount Sinai Profes |
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| September 8, 2023 |
Exhibit 99.1 Vigil Neuroscience Announces Update on its Small Molecule TREM2 Agonist Program - Announced VG-3927 as lead candidate to enter clinical development for potential treatment of Alzheimer’s Disease - - IND for VG-3927 now open; Phase 1 clinical trial in healthy volunteers allowed to proceed with partial clinical hold related to maximum exposure limit – - Phase 1 dosing expected to commen |
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| September 8, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commiss |
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| August 31, 2023 |
Jennifer Ziolkowski Chief Financial Officer [email protected] Direct: 617.680.0167 Jennifer Ziolkowski Chief Financial Officer [email protected] Direct: 617.680.0167 August 31, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jenn Do and Daniel Gordon Re: Vigil Neuroscience, Inc. Form 10-K for the fiscal year ended December 31, 2022 Filed March 21, 2023 File |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEURO |
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| August 8, 2023 |
EX-99.1 Exhibit 99.1 Vigil Neuroscience Reports Second Quarter 2023 Financial Results and Provides Business Update - Interim data from 20 mg/kg cohort in IGNITE Phase 2 clinical trial of VGL101 in people living with ALSP expected in fourth quarter of 2023 - - Small molecule TREM2 agonist IND submission and initiation of Phase 1 clinical trial on track for fourth quarter of 2023 - - Appoints drug d |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEUR |
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| May 10, 2023 |
EX-99.1 Exhibit 99.1 Vigil Neuroscience Reports First Quarter 2023 Financial Results and Provides Business Update - Partial clinical hold lifted by FDA on VGL101 - - Launched ALSPAware to provide access to no-cost genetic testing and counseling for ALSP - - Appointed distinguished biopharmaceutical industry leader, Samantha Budd Haeberlein, Ph.D., to Board of Directors - - Interim data from IGNITE |
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| May 10, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 9, 2023 |
Vigil Neuroscience Appoints Samantha Budd Haeberlein, Ph.D. to Board of Directors EX-99.1 Exhibit 99.1 Vigil Neuroscience Appoints Samantha Budd Haeberlein, Ph.D. to Board of Directors WATERTOWN, Mass., May 9, 2023 — Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, today announced it appointed Samantha Budd Haeberlein, Ph.D. to its Board of Directors. “ |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| March 30, 2023 |
Vigil Neuroscience Announces FDA Has Lifted the Partial Clinical Hold on VGL101 EX-99.1 Exhibit 99.1 Vigil Neuroscience Announces FDA Has Lifted the Partial Clinical Hold on VGL101 - Company remains on track to report interim data from Phase 2 trial in the second half of 2023 - WATERTOWN, Mass., March 30, 2023 — Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative |
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| March 28, 2023 |
VIA EDGAR March 28, 2023 United States Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N. |
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| March 21, 2023 |
Form of Subordinated Indenture between Registrant and one or more trustees to be named EX-4.6 Exhibit 4.6 VIGIL NEUROSCIENCE, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.0 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee |
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| March 21, 2023 |
EX-99.1 Exhibit 99.1 Vigil Neuroscience Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update - Dosed first patient in IGNITE Phase 2 clinical trial to evaluate VGL101 in patients with ALSP – - Presented interim data from natural history study, ILLUMINATE, at Company-hosted ALSP KOL event in December 2022 – - Appointed David Gray, Ph.D., as Chief Science Officer |
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| March 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vigil Neuroscience, Inc. |
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| March 21, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vigil Neuroscience, Inc. |
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| March 21, 2023 |
Power of Attorney (included on signature page). S-8 As filed with the Securities and Exchange Commission on March 21, 2023 Registration No. |
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| March 21, 2023 |
As filed with the Securities and Exchange Commission on March 21, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on March 21, 2023 Registration No. |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41200 VIGIL NEUROSCIE |
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| March 21, 2023 |
Form of Senior Indenture between Registrant and one or more trustees to be named EX-4.5 Exhibit 4.5 VIGIL NEUROSCIENCE, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Senior Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Ce |
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| March 21, 2023 |
Open Market Sale Agreement, dated as of March 21, 2023, between the Registrant and Jefferies LLC Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM March 21, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2023 |
VIGL / Vigil Neuroscience Inc / Hatteras Venture Partners VI, LP - SC 13G Passive Investment SC 13G 1 d466805dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 14, 2023 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.A 2 d466805dex99a.htm EX-99.A CUSIP No. 92673K108 Page 15 of 16 Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file |
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| February 14, 2023 |
VIGL / Vigil Neuroscience Inc / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233236-27sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares” |
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| February 13, 2023 |
VIGL / Vigil Neuroscience Inc / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A 1 d460812dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) C |
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| February 10, 2023 |
VIGL / Vigil Neuroscience Inc / Vida Ventures GP III, L.L.C. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) Jean-Ph |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| February 10, 2023 |
VIGL / Vigil Neuroscience Inc / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 10, 2023 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissio |
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| January 9, 2023 |
Vigil Neuroscience Ivana Magovčević-Liebisch, PhD, JD President & Chief Executive Officer JP Morgan Healthcare Conference January 9, 2023 © Vigil Neuroscience, Inc. |
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| December 16, 2022 |
VIGL / Vigil Neuroscience Inc / Northpond Ventures, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vigil Neuroscience, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 850 Bethesda, MD 20814 240-800-1200 (Name |
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| December 15, 2022 |
Exhibit 99.1 Vigil Neuroscience Appoints David Gray, Ph.D., as Chief Scientific Officer and Announces Changes to Executive Team ? Dr. David Gray brings nearly 20 years of preclinical and clinical research and drug development expertise in neurological diseases ? ? Dr. Spyros Papapetropoulos to depart Vigil to pursue a Chief Executive Officer opportunity? CAMBRIDGE, Mass., December 15, 2022 (GLOBE |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commiss |
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| December 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commiss |
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| December 14, 2022 |
Exhibit 99.1 Vigil Neuroscience Announces First Patient Dosed in the IGNITE Phase 2 Clinical Trial to Evaluate VGL101 in Patients with ALSP ? First-ever interventional trial for patients with ALSP, a rare and rapidly progressing neurological disease with significant unmet medical need ? CAMBRIDGE, Mass., December 14, 2022 (GLOBE NEWSWIRE) ? Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage |
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| December 6, 2022 |
Vigil Neuroscience, Inc. ALSP KOL Event December 6, 2022 ? Vigil Neuroscience, Inc. 2022. All rights reserved. Exhibit 99.1 FORWARD-LOOKING STATEMENTS 2 ? Vigil Neuroscience, Inc. 2022. All rights reserved. This presentation contains ?forward-looking statements,? which are made pursuant to the safe harbor provisions of the federal securities laws, including the Private Securities Litigation Reform |
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| December 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| November 10, 2022 |
Exhibit 99.1 Vigil Neuroscience Reports Third Quarter 2022 Financial Results and Provides Business Update ? Announced interim topline data from Phase 1 trial of VGL101 in healthy volunteers? ? On track to initiate Phase 2 proof-of-concept trial in ALSP patients this quarter ? ? Received Fast Track designation from the FDA for VGL101 in patients with ALSP ? ? Completed $75 million PIPE from new and |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commiss |
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| November 2, 2022 |
EX-99.1 Exhibit 99.1 Vigil Neuroscience Announces Interim Topline Results from its Ongoing Phase 1 Clinical Trial Evaluating VGL101 in Healthy Volunteers Supporting Phase 2 Initiation in ALSP – VGL101 demonstrated favorable safety, tolerability and PK profiles in single ascending dose and multiple ascending dose cohorts - – VGL101 achieved dose dependent, robust and durable decreases in CSF sTREM2 |
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| November 2, 2022 |
EX-99.2 Vigil Neuroscience VGL101 Phase 1 Interim Topline Data Results in Healthy Volunteers November 2, 2022 Exhibit 99.2 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements,” which are made pursuant to the safe harbor provisions of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of h |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissi |
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| October 12, 2022 |
Vigil Neuroscience, Inc. 1 Broadway, 7th Floor, Suite 07-300 Cambridge, MA 02142 October 12, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Dillon Hagius Re: Vigil Neuroscience, Inc. Registration Statement on Form S-1 Filed September 30, 2022 File No. 333-267672 Ladies and Gentlemen: Pursuant to Rules 460 and 461 prom |
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| September 30, 2022 |
As filed with the Securities and Exchange Commission on September 30, 2022. Table of Contents As filed with the Securities and Exchange Commission on September 30, 2022. |
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| September 30, 2022 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-1 Vigil Neuroscience, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registr |
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| August 26, 2022 |
Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated August 26, 2022 with respect to the Common Stock, $0.0001 par value per share, of Vigil Neuroscience, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance w |
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| August 26, 2022 |
VIGL / Vigil Neuroscience Inc / BIOTECHNOLOGY VALUE FUND L P - THE SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) |
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| August 23, 2022 |
VIGL / Vigil Neuroscience Inc / Artal International S.C.A. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) August 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| August 23, 2022 |
EX-99.1 2 d372276dex991.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.0001 per share, of Vigil Neuroscience, Inc. is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under t |
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| August 22, 2022 |
VIGL / Vigil Neuroscience Inc / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 16, 2022 |
VIGL / Vigil Neuroscience Inc / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| August 12, 2022 |
Vigil Neuroscience Announces $75 Million Private Placement Financing Exhibit 99.1 Vigil Neuroscience Announces $75 Million Private Placement Financing CAMBRIDGE, Mass. ? August 12, 2022 ? Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, today announced that it has entered into a securities purchase agreement with certain existing and new ac |
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| August 12, 2022 |
Exhibit 4.1 THE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD |
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| August 12, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of August 12, 2022, by and between Vigil Neuroscience, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securitie |
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| August 12, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 12, 2022 (the ?Effective Date?), among Vigil Neuroscience, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on Exhibit A attached hereto (each a ?Purchaser? and, collectively, the ?Purchasers?). WHEREAS, the Company and the Purchasers are executing and d |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissio |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEURO |
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| August 8, 2022 |
Exhibit 99.1 Vigil Neuroscience Reports Second Quarter 2022 Financial Results and Provides Business Update ? Initiated a Phase 1 trial of VGL101 in healthy volunteers in Australia ? ? Received U.S. FDA orphan drug designation for VGL101 for the treatment of patients with ALSP ? ? Prioritizing VGL101 in ALSP and small molecule TREM2 agonist programs; cash runway now extended through the end of the |
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| July 28, 2022 |
Vigil Neuroscience Strengthens Board of Directors with Appointment of Suzanne Bruhn, Ph.D. Exhibit 99.1 Vigil Neuroscience Strengthens Board of Directors with Appointment of Suzanne Bruhn, Ph.D. CAMBRIDGE, Mass. ? July 28, 2022 ? Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, today announced the appointment of Suzanne Bruhn, Ph.D. to its Board of Directors. ?W |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| June 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| June 7, 2022 |
Exhibit 99.1 Vigil Neuroscience Expands VGL101 Phase 1 Trial to Australia - Received approval from the Human Research Ethics Committee in Australia to initiate a Phase 1 trial of VGL101 in healthy volunteers at doses above 20 mg/kg - - Considering administration of a 30 mg/kg dose in VGL101 Phase 1 trial in the U.S. - - Remain on track to report topline data from VGL101 Phase 1 healthy volunteer t |
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| June 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission F |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41200 VIGIL NEUR |
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| May 12, 2022 |
Exhibit 99.1 Vigil Neuroscience Reports First Quarter 2022 Financial Results and Provides Business Highlights - Presented key findings enhancing clinical understanding of ALSP at the 2022 American Academy of Neurology Annual Meeting - - Expanded leadership team and board of directors with the appointments of Christopher Verni, J.D. and Mary Thistle - - VGL101 Phase 1 trial in healthy volunteers is |
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| April 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| April 20, 2022 |
Vigil Neuroscience Expands Leadership Team and Board of Directors Exhibit 99.1 Vigil Neuroscience Expands Leadership Team and Board of Directors - Christopher Verni appointed as General Counsel and Mary Thistle appointed to its Board of Directors - Cambridge, Mass. ? April 20, 2022 - Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative diseases, today |
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| March 25, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of the general terms and provisions of the registered securities of Vigil Neuroscience, Inc. (the ?Company,? ?we,? ?us,? and ?our?) set forth below does not purport to be complete. It is subject to and qualified in its entirety by reference to our Third Amende |
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| March 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commission |
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| March 25, 2022 |
EXHIBIT 99.1 Vigil Neuroscience Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Highlights - Completed successful initial public offering, raising $98 million in gross proceeds - - Initiated VGL101 Phase 1 trial; Phase 2 trial in ALSP patients expected to initiate in 2H 2022 - - Initiated IND-enabling studies in the small molecule Alzheimer?s disease TREM2 agonist |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41200 VIGIL NEUROSCIE |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commiss |
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| January 21, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Vigil Neuroscience, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the unders |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VIGIL NEUROSCIENCE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92673K108 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 400 Technology Square, 10th Floor Cambridge, MA 0213 |
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| January 21, 2022 |
VIGL / Vigil Neuroscience Inc / CITADEL ADVISORS LLC - VIGIL NEUROSCIENCE, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 92673K108 |
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| January 19, 2022 |
EX-99.C 3 d288562dex99c.htm EXHIBIT C Exhibit C LOCK-UP AGREEMENT December 30, 2021 Morgan Stanley & Co. LLC Jefferies LLC As Representatives of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferies LLC 820 Madison Avenue New York, New York 10022 Ladies and Gentlemen: The undersigned understands that Morgan Stanley & Co. LLC and Jefferies LLC (t |
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| January 19, 2022 |
EX-99.A 2 d288562dex99a.htm EXHIBIT A Exhibit A Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of |
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| January 19, 2022 |
VIGL / Vigil Neuroscience Inc / Northpond Ventures, LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vigil Neuroscience, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 92673K108 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 850 Bethesda, MD 20814 240-800-1200 (Name, |
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| January 12, 2022 |
VIGL / Vigil Neuroscience Inc / AMGEN INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vigil Neuroscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92673K 108 (CUSIP Number) January 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| January 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41200 85-1880494 (State or other jurisdiction of incorporation) (Commissio |
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| January 11, 2022 |
EX-3.2 3 d287585dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VIGIL NEUROSCIENCE, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors |
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| January 11, 2022 |
Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGIL NEUROSCIENCE, INC. Vigil Neuroscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Vigil Neuroscience, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of St |
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| January 10, 2022 |
Table of Contents File pursuant to Rule 424(b)(4) Registration No. 333-261230 PROSPECTUS 7,000,000 Shares Common Stock We are offering 7,000,000 shares of our common stock. This is our initial public offering and no public market currently exists for our common stock. The initial public offering price of our common stock is $14.00 per share. Our common stock has been approved for listing on The Na |
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| January 10, 2022 |
As filed with the Securities and Exchange Commission on January 10, 2022 As filed with the Securities and Exchange Commission on January 10, 2022 Registration No. |
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| January 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vigil Neuroscience, Inc. (Exact name of registrant as specified in its charter) Delaware 85-1880494 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1 Broadway, 7th Flo |
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| January 4, 2022 |
January 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Al Payot, Tyler Howes, Sasha Parikh and Tim Buchmiller Re: Vigil Neuroscience, Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-261230 Ladies and Gentleman: In connection with the above-referenced Registration Statement, we |
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| January 4, 2022 |
Goodwin Procter LLP Counsellors at Law 100 Northern Avenue Boston, MA 02210 T: 617. |
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| January 3, 2022 |
As filed with the Securities and Exchange Commission on January 3, 2022. S-1/A 1 d186104ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 3, 2022. Registration No. 333-261230 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 VIGIL NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 2836 8 |
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| January 3, 2022 |
EX-3.2 4 d186104dex32.htm EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGIL NEUROSCIENCE, INC. Vigil Neuroscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Vigil Neuroscience, Inc. The date of the filing of its original Certificate of Incor |
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| January 3, 2022 |
EX-10.2 7 d186104dex102.htm EX-10.2 Exhibit 10.2 VIGIL NEUROSCIENCE, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Vigil Neuroscience, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and |
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| January 3, 2022 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF VIGIL NEUROSCIENCE, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may |
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| January 3, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 [?], 2022 Morgan Stanley & Co. LLC Jefferies LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferies LLC 820 Madison Avenue New York, New York 10022 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement referred to below Ladies and Gentlemen: Vigil Neuroscience, Inc., a Delaware corporation (the ?Company?), propo |
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| January 3, 2022 |
Exhibit 10.3 VIGIL NEUROSCIENCE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Vigil Neuroscience, Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of Vigil Neuroscience, Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.0001 per share (the |
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| January 3, 2022 |
CORRESP 1 filename1.htm Goodwin Procter LLP Counsellors at Law 100 Northern Avenue Boston, MA 02210 T: 617.570.1000 goodwinprocter.com January 3, 2022 VIA EDGAR Al Pavot Tyler Howes Sasha Parikh Tim Buchmiller U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Vigil Neuroscience, Inc. Registration Statement on Form S-1 Filed Novem |
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| January 3, 2022 |
Exhibit 10.4 VIGIL NEUROSCIENCE, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Compa |
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| January 3, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGIL NEUROSCIENCE, INC. Vigil Neuroscience, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of the Corporation is Vigil Neuroscience, |
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| November 19, 2021 |
Exhibit 10.12 SERVICE AGREEMENT The licensee(s) identified on the signature block of this agreement (the ?Licensee?) and CIC hereby agree to the following (the ?Agreement? or ?Service Agreement?). Please note that ?Client?, ?you? and ?your? refer to the aforementioned Licensee, and ?CIC?, ?we? and ?our? refer to the CIC agent identified in the signature block of this Agreement (the ?Agent?) for th |
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| November 19, 2021 |
2020 Equity Incentive Plan and form of award agreement thereunder. Exhibit 10.1 VIGIL NEUROSCIENCE, INC. AMENDMENT NO. 2 TO THE 2020 EQUITY INCENTIVE PLAN The Vigil Neuroscience, Inc. 2020 Stock Option and Grant Plan (the “Plan”), is hereby amended as follows: Section 3(a)(i) of the Plan is hereby amended by deleting it and replacing it with the following: Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Sto |
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| November 19, 2021 |
Lease, by and between 100 Forge Holding LLC and the Registrant, dated as of September 20, 2021. Exhibit 10.11 Execution Copy LEASE From 100 FORGE HOLDING LLC, Landlord To VIGIL NEUROSCIENCE, INC., Tenant 100 Forge Road, Watertown, Massachusetts TABLE OF CONTENTS Page Article 1: BASIC TERMS 1 Article 2: PREMISES; APPURTENANT RIGHTS; COMMON AREAS; PARKING; CHANGES TO DEVELOPMENT 4 2.01. Lease of Premises; Appurtenant Rights 4 2.02. Common Areas; Parking 7 2.03. Changes and Additions to Develop |
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| November 19, 2021 |
Exclusive License Agreement, by and between the Registrant and Amgen Inc., dated July 9, 2020. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. |
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| November 19, 2021 |
Exhibit 4.2 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 13, 2021, by and among Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto and any subsequent purchasers of Series B Preferred Stock who become parties hereto as “Investors” pu |
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| November 19, 2021 |
EX-3.3 3 d186104dex33.htm EX-3.3 Exhibit 3.3 FIRST AMENDMENT TO THE BYLAWS OF VIGIL NEUROSCIENCE, INC. The Bylaws of Vigil Neuroscience, Inc., effective as of June 22, 2020, (the “Bylaws”), are hereby amended as follows: Article 37 section (f) of the Bylaws is hereby deleted in its entirety and replaced with the following: (f) Anything to the contrary contained herein notwithstanding, the followin |
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| November 19, 2021 |
Goodwin Procter LLP Counsellors at Law 100 Northern Avenue Boston, MA 02210 T: 617. |
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| November 19, 2021 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES Legal Name Jurisdiction of Incorporation Vigil Neuroscience Security Corporation Massachusetts |
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| November 19, 2021 |
As filed with the Securities and Exchange Commission on November 19, 2021. Table of Contents As filed with the Securities and Exchange Commission on November 19, 2021. |
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| November 19, 2021 |
Exhibit 10.10 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. (1) FUJIFILM DIOSYNTH BIOTECHNOLOGIES UK LIMITED (2) FUJIFILM DIOSYNTH BIOTECHNOLOGIES TEXAS, LLC (3) FUJIFILM DIOSYNTH BIOTEC |
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| November 19, 2021 |
Second Amended and Restated Certificate of Incorporation of Registrant, as currently in effect. EX-3.1 2 d186104dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGIL NEUROSCIENCE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Vigil Neuroscience, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporat |
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| November 19, 2021 |
Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# PO BOX 505006, Louisville, KY 40233-5006 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 Certificate Numbers Num/No. Denom. Total 1234567890/1234567890 1 1 1 1234567890/1234567890 2 2 2 123456789 |
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| November 19, 2021 |
Non-Employee Director Compensation Policy. Exhibit 10.7 VIGIL NEUROSCIENCE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Vigil Neuroscience, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidi |
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| November 19, 2021 |
Transition Agreement, by and between the Registrant and Richard A. Fisher, dated November 17, 2021. Exhibit 10.8 November 4, 2021 PERSONAL AND CONFIDENTIAL Richard A. Fisher, PhD Re: Transition Agreement Dear Richard: As discussed, we greatly appreciate your service and contributions to Vigil Neuroscience, Inc. (the ?Company?), as well as your commitment to a smooth transition for the Company during this critical time. This letter agreement (the ?Transition Agreement?) summarizes your transition |
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| November 19, 2021 |
Form of Executive Employment Agreement. EX-10.6 8 d186104dex106.htm EX-10.6 Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities |
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| November 19, 2021 |
Senior Executive Cash Incentive Bonus Plan. Exhibit 10.5 VIGIL NEUROSCIENCE, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Vigil Neuroscience, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and intere |
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| October 8, 2021 |
FIRST AMENDMENT TO THE VIGIL NEUROSCIENCE, INC. Exhibit 3.3 FIRST AMENDMENT TO THE BYLAWS OF VIGIL NEUROSCIENCE, INC. The Bylaws of Vigil Neuroscience, Inc., effective as of June 22, 2020, (the ?Bylaws?), are hereby amended as follows: Article 37 section (f) of the Bylaws is hereby deleted in its entirety and replaced with the following: (f) Anything to the contrary contained herein notwithstanding, the following transactions are exempt from th |
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| October 8, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EX-4.2 4 filename4.htm Exhibit 4.2 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of August 13, 2021, by and among Vigil Neuroscience, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto and any subsequent purchasers of Series B Preferred Stock who become parties h |
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| October 8, 2021 |
EX-10.11 6 filename6.htm CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Exhibit 10.11 EXECUTION VERSION EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. and VIGIL NEUROSCIENCE, INC. |
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| October 8, 2021 |
VIGIL NEUROSCIENCE, INC. AMENDMENT NO. 2 TO THE 2020 EQUITY INCENTIVE PLAN Exhibit 10.1 VIGIL NEUROSCIENCE, INC. AMENDMENT NO. 2 TO THE 2020 EQUITY INCENTIVE PLAN The Vigil Neuroscience, Inc. 2020 Stock Option and Grant Plan (the ?Plan?), is hereby amended as follows: Section 3(a)(i) of the Plan is hereby amended by deleting it and replacing it with the following: Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Sto |
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| October 8, 2021 |
DRS 1 filename1.htm Table of Contents FOIA Confidential Treatment Requested As confidentially submitted to the Securities and Exchange Commission on October 8, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingt |
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| October 8, 2021 |
EX-21.1 9 filename9.htm Exhibit 21.1 SUBSIDIARIES Legal Name Jurisdiction of Incorporation Vigil Neuroscience Security Corporation Massachusetts |
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| October 8, 2021 |
Exhibit 10.12 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. (1) FUJIFILM DIOSYNTH BIOTECHNOLOGIES UK LIMITED (2) FUJIFILM DIOSYNTH BIOTECHNOLOGIES TEXAS, LLC (3) FUJIFILM DIOSYNTH BIOTEC |
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| October 8, 2021 |
100 FORGE HOLDING LLC, VIGIL NEUROSCIENCE, INC., 100 Forge Road, Watertown, Massachusetts Exhibit 10.13 Execution Copy LEASE From 100 FORGE HOLDING LLC, Landlord To VIGIL NEUROSCIENCE, INC., Tenant 100 Forge Road, Watertown, Massachusetts TABLE OF CONTENTS Page Article 1: BASIC TERMS 1 Article 2: PREMISES; APPURTENANT RIGHTS; COMMON AREAS; PARKING; CHANGES TO DEVELOPMENT 4 2.01. Lease of Premises; Appurtenant Rights 4 2.02. Common Areas; Parking 7 2.03. Changes and Additions to Develop |
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| October 8, 2021 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIGIL NEUROSCIENCE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Vigil Neuroscience, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1 |
