[SCHEDULE 13G/A] Contineum Therapeutics, Inc. Amended Passive Investment Disclosure
RA Capital reports 1.296M shares (4.0%) of Contineum
RA Capital Management and affiliated reporting persons reported beneficial ownership of 1,296,012 shares of Contineum Therapeutics Class A Common Stock, representing 4.0% of the class as of March 31, 2026.
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RA Capital Management and affiliated reporting persons reported beneficial ownership of 1,296,012 shares of Contineum Therapeutics Class A Common Stock, representing 4.0% of the class as of March 31, 2026. The percentage is calculated using 32,673,536 shares outstanding as of February 27, 2026, per the issuer's Form 10-K. The disclosure states the Fund directly holds 1,296,012 shares and that voting and investment power over those shares has been delegated to RA Capital; the filing contains formal disclaimers of beneficial ownership by certain reporting persons for purposes of Section 13(d).
Insights
Schedules 13G/A note passive reporting and delegated voting/dispositive arrangements.
The filing lists an aggregate holding of 1,296,012 shares (4.0%) as of March 31, 2026 and cites delegation of voting and dispositive powers to RA Capital. It also includes standard disclaimers seeking to limit beneficial‑ownership attribution under Section 13(d).
Materiality is routine: the position is below 5% per Item 5, so the disclosure is administrative. Subsequent filings would be required if ownership or the nature of control changes.
Key Figures
Shares beneficially owned:1,296,012 sharesPercent of class:4.0%Shares outstanding used:32,673,536 shares+2 more
5 metrics
Shares beneficially owned1,296,012 sharesDirectly held by the Fund as of March 31, 2026
Percent of class4.0%Calculated using 32,673,536 shares outstanding as of February 27, 2026
Shares outstanding used32,673,536 sharesOutstanding share count per issuer Form 10-K as of February 27, 2026
Ownership effective dateMarch 31, 2026Date of aggregate beneficial ownership reported
Signature date05/15/2026Date signatures on the amendment were provided
"Row 9 of each Reporting Person's cover page to this /A sets forth the aggregate number"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 1,296,012.00"
Section 13(d)regulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.
disclaim beneficial ownershipregulatory
"RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does RA Capital report in Contineum Therapeutics (CTNM)?
RA Capital and affiliated reporting persons report ownership of 1,296,012 shares, equal to 4.0% of Class A Common Stock as of March 31, 2026, using the issuer's outstanding share count of 32,673,536 as of February 27, 2026.
Who directly holds the reported shares in the Schedule 13G/A for CTNM?
The filing states the Fund directly holds 1,296,012 shares of Class A Common Stock. RA Capital is the investment adviser with delegated voting and dispositive powers over those shares.
How was the 4.0% ownership percentage for CTNM calculated?
The percentage is based on 32,673,536 shares outstanding as disclosed in the issuer's Form 10-K, with the reporting persons' aggregate ownership of 1,296,012 shares giving a 4.0% figure.
Do the reporting persons claim full beneficial ownership in the CTNM filing?
The filing includes disclaimers: certain reporting persons state they disclaim beneficial ownership of the securities other than for Section 13(d) purposes, and note that voting and investment power has been delegated to RA Capital.
What date reflects the ownership position reported in the amendment?
The ownership counts are stated as of March 31, 2026. The issuer's outstanding share count used for percentage calculation is dated February 27, 2026.
Will this Schedule 13G/A trigger additional reporting requirements for CTNM?
This amendment reports a passive position below 5% (Item 5). Future changes in ownership level or control would require updated filings; the current filing itself does not state any immediate triggering event beyond the amended disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Contineum Therapeutics, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
21217B100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
21217B100
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,012.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,012.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,012.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
21217B100
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,012.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,012.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,012.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
21217B100
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,012.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,012.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,012.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
21217B100
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,296,012.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,296,012.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,012.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Contineum Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
3565 General Atomics Court, Suite 200, San Diego, CA, 92121.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Class A Common Stock, $0.001 par value per share
(e)
CUSIP No.:
21217B100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Fund directly holds 1,296,012 shares of Class A Common Stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Class A Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference. The percentage set forth in each Row 11 is based upon 32,673,536 shares of Class A Common Stock outstanding as of February 27, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 5, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
05/15/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
05/15/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
05/15/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on July 25, 2025)
