CINC / CinCor Pharma Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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

FORM 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 No. 001-41201 CinCor Pharma, Inc. (Exact name of registrant as specifie

CINC / CinCor Pharma Inc / Sofinnova Capital IX - SC 13D/A Activist Investment

Page 1 of 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

CINC / CinCor Pharma Inc / Sofinnova Venture Partners X, L.P. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* CinCor Pharma, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (CUSIP Number) Nathalie Auber Sofinnova Invest

CINC / CinCor Pharma Inc / 5AM Ventures VI, L.P. - 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)* CinCor Pharma, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) 5AM Venture Management, LLC 501 2nd Street, Suite 350 San Francisco, CA 94107 (415) 993-8565 (Name, Address and Teleph

CINC / CinCor Pharma Inc / GENERAL ATLANTIC LLC - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CinCor Pharma, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212)

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 24, 2023 CinCor Pharma,

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 24, 2023 CinCor Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) CinCor Pharma, Inc. (Name of Subject Company)

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, Inc. (Name of Person Filing Statement) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (

As filed with the Securities and Exchange Commission on February 24, 2023

S-8 POS As filed with the Securities and Exchange Commission on February 24, 2023 Registration No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 CINCOR PHARMA, INC. (Name of Subject Company (Issuer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 CINCOR PHARMA, INC. (Name of Subject Company (Issuer)) CINNAMON ACQUISITION, INC. a wholly owned subsidiary of ASTRAZENECA FINANCE AND HOLDINGS INC. a wholly owned subsidiary of ASTRAZENECA PLC (Names o

Second Amended and Restated Bylaws of CinCor Pharma, Inc. (filed herewith)

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CINCOR PHARMA, INC. (A DELAWARE CORPORATION) ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of st

Fourth Amended and Restated Certificate of Incorporation of CinCor Pharma, Inc. (filed herewith)

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINCOR PHARMA, INC. FIRST: The name of the “Corporation” is: CinCor Pharma, Inc. SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) CinCor Pharma, Inc. (Name of Subject Company)

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, Inc. (Name of Person Filing Statement) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 CINCOR PHARMA, INC. (Name of Subject Company (Issuer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 CINCOR PHARMA, INC. (Name of Subject Company (Issuer)) CINNAMON ACQUISITION, INC. a wholly owned subsidiary of ASTRAZENECA FINANCE AND HOLDINGS INC. a wholly owned subsidiary of ASTRAZENECA PLC (Names o

CinCor Pharma Announces Receipt of Minutes from End-of-Phase 2 Meeting with the U.S. Food and Drug Administration on Planned Phase 3 Program of Baxdrostat

EX-99.1 Exhibit 99.1 CinCor Pharma Announces Receipt of Minutes from End-of-Phase 2 Meeting with the U.S. Food and Drug Administration on Planned Phase 3 Program of Baxdrostat WALTHAM, February 21, 2023 (GLOBE NEWSWIRE) — CinCor Pharma, Inc. (“CinCor” or the “Company”) announced today completion of an End-of-Phase 2 meeting with the U.S. Food and Drug Administration (“FDA”) on the anticipated Phas

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 21, 2023 CinCor Pharma,

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 21, 2023 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) CinCor Pharma, Inc. (Name of Subject Company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, Inc. (Name of Person Filing Statement) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (CUSIP Numb

AGREEMENT

EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2023 PERCEPTIVE ADVISORS LLC

CINC / CinCor Pharma Inc / PERCEPTIVE ADVISORS 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. )* Cincor Pharma Inc. (Name of Issuer) Common Shares, $0.00001 par value per share (Title of Class of Securities) 17240Y 109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Joint Filing Agreement, dated as of February 10, 2023, by and among Sofinnova Capital IX FCPI, Sofinnova Partners SAS, Antoine Papiernik, Henrijette Richter, Monique Saulnier, Maina Bhaman and Graziano Seghezzi.

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of CinCor Pharma, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party

CINC / CinCor Pharma Inc / Sofinnova Capital IX - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) CinCor Pharma, Inc. (Name of Subject Company)

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, Inc. (Name of Person Filing Statement) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (

CINC / CinCor Pharma Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - CINCOR PHARMA, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CinCor Pharma, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) CinCor Pharma, Inc. (Name of Subject Company)

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, Inc. (Name of Person Filing Statement) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 CINCOR PHARMA, INC. (Name of Subject Company (Issuer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 CINCOR PHARMA, INC. (Name of Subject Company (Issuer)) CINNAMON ACQUISITION, INC. a wholly owned subsidiary of ASTRAZENECA FINANCE AND HOLDINGS INC. a wholly owned subsidiary of ASTRAZENECA PLC (Names o

Reciprocal Confidentiality Agreement dated May 10, 2021, between AstraZeneca Pharmaceuticals LP and CinCor Pharma, Inc.*

Exhibit (d)(4) RECIPROCAL CONFIDENTIALITY AGREEMENT This Reciprocal Confidentiality Agreement (this “Agreement”) is made effective as of May 10, 2021 (the “Effective Date”), by and between AstraZeneca Pharmaceuticals LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, Delaware 19803 (“AstraZeneca”) and CinCor Pharma, Inc, a corporation with offices at 5375 Medpace Way

Offer to Purchase dated January 23, 2023.*

TABLE OF CONTENTS Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of CINCOR PHARMA, INC.

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

 Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of CINCOR PHARMA, INC.

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

 Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of CINCOR PHARMA, INC.

Press release issued by AstraZeneca PLC, dated January 23, 2023.*

Exhibit (a)(1)(F) 23 January 2023 07:00 GMT AstraZeneca begins tender offer to acquire CinCor Pharma, Inc.

Executive Employment Agreement, dated as of November 4, 2022, by and between CinCor Pharma, Inc. and Michael W. Kalb.

Exhibit (e)(7) Michael W Kalb [***] [***] EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and between Michael W.

Retention Agreement, dated as of January 8, 2023, by and between CinCor Pharma, Inc. and Mason Freeman.

Exhibit (e)(11) HIGHLY CONFIDENTIAL January 6, 2023 Mason Freeman [***] [***] [***] Re: Retention Bonus Agreement Dear Mason: CinCor Pharma, Inc.

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9 or IRS Form W-8).*

 Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of CINCOR PHARMA, INC.

Amendment No. 1 to Reciprocal Confidentiality Agreement dated September 27, 2022, between AstraZeneca Pharmaceuticals LP and CinCor Pharma, Inc.*

Exhibit (d)(5) Confidential AMENDMENT NO. 1 TO RECIPROCAL CONFIDENTIALITY AGREEMENT This Amendment No. 1 to Reciprocal Confidentiality Agreement (this “Amendment”) is being entered into as of September 27, 2022, between CinCor Pharma, Inc., a corporation with offices at 230 Third Avenue, 6th floor, Waltham, Massachusetts 02451 (the “Company”), and AstraZeneca Pharmaceuticals LP, a Delaware limited

Reciprocal Confidentiality Agreement, dated as of May 10, 2021, between CinCor Pharma, Inc. and AstraZeneca Pharmaceuticals LP., and amendment dated September 27, 2022.

Exhibit (e)(2) RECIPROCAL CONFIDENTIALITY AGREEMENT This Reciprocal Confidentiality Agreement (this “Agreement”) is made effective as of May 10, 2021 (the “Effective Date”), by and between AstraZeneca Pharmaceuticals LP, a Delaware limited partnership with offices at 1800 Concord Pike, Wilmington, Delaware 19803 (“AstraZeneca”) and CinCor Pharma, Inc, a corporation with offices at 5375 Medpace Way

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Table Schedule TO-T (Rule 14d-100) CINCOR PHARMA, INC.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CINCOR PHARMA, INC. (Name of Subject Company (Issuer)) CINNAMON ACQU

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CINCOR PHARMA, INC. (Name of Subject Company (Issuer)) CINNAMON ACQUISITION, INC. a wholly owned subsidiary of ASTRAZENECA FINANCE AND HOLDINGS INC. a wholly owned subsidiary of ASTRAZENECA PLC (Names of Filing Persons

Summary Advertisement dated January 23, 2023.*

Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, In

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, Inc. (Name of Person Filing Statement) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (CUSIP Numb

CINC / CinCor Pharma Inc / 5AM Ventures VI, L.P. - SC 13D Activist Investment

SC 13D 1 tm233743d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CinCor Pharma, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) 5AM Venture Management, LLC 501 2nd Street, Suite 350 San Francisco, CA 94107 (415)

CINC / CinCor Pharma Inc / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CinCor Pharma, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212)

TENDER AND SUPPORT AGREEMENT

EX-99.2 2 eh230319746ex02.htm EXHIBIT 2 EXHIBIT 2 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE SUCH INFORMATION IS NOT MATERIAL AND DISCLOSURE THEREOF WOULD CONSTITUTE AN INVASION OF PERSONAL PRIVACY. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***]. TENDER AND SUPPORT AGREEMENT THIS TENDER AND SUPPORT AGREEMENT (“Agreement”) is made and ente

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, In

SC14D9C 1 d395242dsc14d9c.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CinCor Pharma, Inc. (Name of Subject Company) CinCor Pharma, Inc. (Name of Person Filing Statement) Common Stock, $0.00001 par value per share (Title of Class of Securities) 1

CinCor Pharma, Inc. LinkedIn Post, first made available on January 9, 2023 (incorporated by reference to Exhibit 99.5 to CinCor Pharma, Inc.’s Schedule 14D9-C, January 9, 2023).

EX-99.5 6 d395242dex995.htm EX-99.5 Exhibit 99.5 CinCor Enters Definitive Agreement with AstraZe to be Acquired ““We are excited about the proposed acquisit CinCor Pharma by AstraZeneca as we believe offers the prospect of accelerating the develo timeline and expanding the breadth of benefit patients with cardiorenal diseases might obtai baxdrostat, if approved.” Marc de Garidel, CEO The Important

Social media posts of AstraZeneca PLC, dated January 9, 2023.

Exhibit 99.2 AstraZeneca LinkedIn post: Today we announced an agreement to acquire CinCor Pharma, Inc., a US-based clinical-stage biopharmaceutical company, focused on developing novel treatments for resistant and uncontrolled hypertension. The acquisition will strengthen our cardiorenal pipeline, where there is a high unmet medical need. This acquisition is expected to close in first quarter of 2

CinCor Pharma, Inc. Employee FAQs, first made available on January 9, 2023 (incorporated by reference to Exhibit 99.1 to CinCor Pharma, Inc.’s Schedule 14D9-C, filed January 9, 2023).

Exhibit 99.1 COMPANY EMPLOYEE FAQS CinCor Pharma, Inc. – Employee Questions and Answers 1. What was announced regarding CinCor and AstraZeneca? CinCor Pharma, Inc. (“CinCor”) and AstraZeneca Finance and Holdings Inc. (“AstraZeneca”) have entered into a definitive merger agreement for AstraZeneca to acquire CinCor. Under and subject to the terms of the merger agreement, Cinnamon Acquisition, Inc. (

Presentation of AstraZeneca PLC at the J.P. Morgan Healthcare Conference, dated January 9, 2023.

Exhibit 99.3 J.P. Morgan 41 st Annual Healthcare Conference Aradhana Sarin Executive Director and Chief Financial Officer 9 January 2023 AstraZeneca (hereafter ‘the Group’) provides the following cautionary statement : this document contains certain forward - looking statements with respect to the operations, performance and financial condition of the Group, including, among other things, statemen

Press release issued by AstraZeneca PLC, dated January 9, 2023.

EX-99.1 2 tm232683d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AstraZeneca to acquire CinCor Pharma to strengthen cardiorenal pipeline 9 January 2023 07:00 GMT Acquisition to access global rights to baxdrostat, a novel aldosterone synthase inhibitor in development for blood pressure lowering AstraZeneca has entered into a definitive agreement to acquire CinCor Pharma, Inc. (CinCor), a US-based clinical-

CinCor Pharma, Inc. Form of E-Mail Response to Investor Inquiry, first sent on January 9, 2023 (incorporated by reference to Exhibit 99.4 to CinCor Pharma, Inc.’s Schedule 14D9-C, January 9, 2023).

Exhibit 99.4 CinCor Pharma, Inc. – Response to Investor Inquiry Dear [ ], Thank you for contacting CinCor. On January 9, 2023, CinCor announced that it has entered an agreement with AstraZeneca Finance and Holdings Inc. and Cinnamon Acquisition, Inc., a wholly owned subsidiary of AstraZeneca, pursuant to which CinCor will be acquired for $26.00 per share in cash, which represents a total equity va

CinCor Pharma to be Acquired by AstraZeneca

Exhibit 99.1 CinCor Pharma to be Acquired by AstraZeneca WALTHAM, MA, January 9, 2023 (GLOBE NEWSWIRE) — CinCor Pharma, Inc. (NASDAQ: CINC) today announced that it has entered into a definitive agreement with AstraZeneca under which AstraZeneca has agreed to acquire CinCor. Marc de Garidel, Chief Executive Officer at CinCor, said: “We are excited about the proposed acquisition of CinCor Pharma by

Agreement and Plan of Merger, dated as of January 8, 2023, among CinCor Pharma, Inc., AstraZeneca Finance and Holdings Inc. and Cinnamon Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to CinCor Pharma, Inc.’s Current Report on Form 8-K (No. 001-41201), filed January 9, 2023).

EX-2.1 2 d309038dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: CINCOR PHARMA, INC., a Delaware corporation; ASTRAZENECA FINANCE AND HOLDINGS INC., a Delaware corporation; and CINNAMON ACQUISITION, INC., a Delaware corporation Dated as of January 8, 2023 TABLE OF CONTENTS Page SECTION 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 5 SECTION 2. MERGER TRANSACTION 6 2.1 Merger 6

CinCor Pharma, Inc. Letter to Employees, first sent on January 9, 2023 (incorporated by reference to Exhibit 99.3 to CinCor Pharma, Inc.’s Schedule 14D9-C, January 9, 2023).

EX-99.3 4 d395242dex993.htm EX-99.3 Exhibit 99.3 LETTER TO COMPANY EMPLOYEES Dear CinCor team: Today is a significant day for CinCor Pharma. As you’re aware, we have now publicly announced that AstraZeneca intends to acquire all outstanding shares of CinCor’s stock for $26.00 per share, which represents a total equity value of approximately $1.3 billion and a premium of approximately 121% to our c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CINCOR PHARMA, INC. (Name of Subject Company — Issuer) CINNAMON ACQUI

SC TO-C 1 tm232683d1sctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CINCOR PHARMA, INC. (Name of Subject Company — Issuer) CINNAMON ACQUISITION, INC. a wholly owned subsidiary of ASTRAZENECA FINANCE AND HOLDINGS INC. a wholly owned subsidiary of AST

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 8, 2023 CinCor Pharma, In

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 8, 2023 CinCor Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission Fil

CinCor Pharma, Inc. Investor FAQs, first made available on January 9, 2023 (incorporated by reference to Exhibit 99.2 to CinCor Pharma, Inc.’s Schedule 14D9-C, filed January 9, 2023).

Exhibit 99.2 INVESTOR FAQS CinCor Pharma, Inc. – Investor Questions and Answers 1. What role will your executive team have after the proposed merger? AstraZeneca Finance and Holdings Inc. (“AstraZeneca”) views our team as a key strength. We will provide more details on these matters as we proceed toward closing. 2. When did discussions between AstraZeneca and CinCor begin? How long did this proces

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

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 28, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission F

CinCor Pharma Announces Topline Data for Phase 2 HALO Trial Evaluating Selective Aldosterone Synthase Inhibitor Baxdrostat in Uncontrolled Hypertension Primary endpoint in Intention to Treat (ITT) was not met despite large absolute reductions in Syst

Exhibit 99.1 CinCor Pharma Announces Topline Data for Phase 2 HALO Trial Evaluating Selective Aldosterone Synthase Inhibitor Baxdrostat in Uncontrolled Hypertension Primary endpoint in Intention to Treat (ITT) was not met despite large absolute reductions in Systolic Blood Pressure (SBP) 12.6 mmHg placebo-adjusted reduction in SBP with 2 mg baxdrostat in a pre-specified subgroup that represents ap

CinCor Pharma Announces Publication in the New England Journal of Medicine of Phase 2 BrigHtn Data on Selective Aldosterone Synthase Inhibitor Baxdrostat in Treatment-Resistant Hypertension Clinically significant and dose-dependent reduction in blood

Exhibit 99.2 CinCor Pharma Announces Publication in the New England Journal of Medicine of Phase 2 BrigHtn Data on Selective Aldosterone Synthase Inhibitor Baxdrostat in Treatment-Resistant Hypertension Clinically significant and dose-dependent reduction in blood pressure with baxdrostat Highly selective mechanism of action with no meaningful impact on cortisol supports first-in-class potential Po

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

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 07, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission F

CinCor Pharma Announces Late-Breaking Presentation of Phase 2 BrigHtn Data on Baxdrostat in Treatment-Resistant Hypertension at the 2022 American Heart Association Scientific Sessions Aldosterone and renin biomarker activity clinically demonstrate ho

EX-99.1 2 cinc-ex991.htm EX-99.1 Exhibit 99.1 CinCor Pharma Announces Late-Breaking Presentation of Phase 2 BrigHtn Data on Baxdrostat in Treatment-Resistant Hypertension at the 2022 American Heart Association Scientific Sessions Aldosterone and renin biomarker activity clinically demonstrate how baxdrostat mechanistically achieves selective blood pressure lowering effects with no impact on cortis

CinCor Pharma Appoints Michael W. Kalb, Executive Vice President and Chief Financial Officer

Exhibit 99.1 CinCor Pharma Appoints Michael W. Kalb, Executive Vice President and Chief Financial Officer WALTHAM, MA, November 7, 2022 (GLOBE NEWSWIRE) - CinCor Pharma, Inc. (“CinCor”) announced the appointment of Michael W. Kalb as Executive Vice President and Chief Financial Officer (CFO), effective November 4. An accomplished financial executive with product launch and commercialization experi

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

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 03, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission F

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 03, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission

Correcting & Replacing: CinCor Reports Third Quarter Financial Results and Provides Corporate Update

Exhibit 99.1 Correcting & Replacing: CinCor Reports Third Quarter Financial Results and Provides Corporate Update CinCor Pharma, Inc. is re-issuing its earnings press release for the third quarter ended September 30, 2022, issued on November 3, 2022 at 8:00 am ET, to correct and clarify certain information contained in the quotation of the Chief Executive Officer. All other information remains unc

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

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 03, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission F

CinCor Reports Third Quarter Financial Results and Provides Corporate Update Positive topline Phase 2 BrigHtn data demonstrating clinically meaningful and statistically significant reduction in blood pressure with baxdrostat in treatment-resistant hy

EX-99.1 2 cinc-ex991.htm EX-99.1 Exhibit 99.1 CinCor Reports Third Quarter Financial Results and Provides Corporate Update Positive topline Phase 2 BrigHtn data demonstrating clinically meaningful and statistically significant reduction in blood pressure with baxdrostat in treatment-resistant hypertension Late-breaking presentation of additional Phase 2 BrigHtn data on November 7th at the upcoming

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: 001-41201 CinCor Pharma, Inc.

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of CinCor Pharma, Inc.

CINC / CinCor Pharma Inc / venBio Global Strategic Fund III, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CinCor Pharma, Inc. (Name of Issuer) Common stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (CUSIP Number) January 11, 2022** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

CINC / CinCor Pharma Inc / Sofinnova Venture Partners X, L.P. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* CinCor Pharma, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (CUSIP Number) Nathalie Auber Sofinnova Invest

CinCor Pharma, Inc. 4,900,000 Shares of Common Stock 2,600,000 Pre-Funded Warrants to Purchase Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-266674 CinCor Pharma, Inc. 4,900,000 Shares of Common Stock 2,600,000 Pre-Funded Warrants to Purchase Shares of Common Stock We are offering 4,900,000 shares of common stock and, in lieu of common stock, pre-funded warrants to purchase 2,600,000 shares of our common stock, or pre-funded warrants, to certain investors. The purc

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): August 10, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on August 10, 2022.

As filed with the Securities and Exchange Commission on August 10, 2022. Registration No. 333-266674 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CinCor Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 36-4931245 (State or other jurisdiction

Form of Pre-Funded Warrant

Exhibit 4.1 FORM FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINCOR PHARMA, INC. Warrant Shares: [?] Date of Issuance: [?], 2022 (such date, the ?Issue Date?) Warrant No.: [?] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, the registered holder hereof or its permitted assigns (the ?Holder?) is entitled, upon the terms and subject to the limit

RECENT DEVELOPMENTS

Exhibit 99.2 OVERVIEW We are a clinical-stage biopharmaceutical company focused on developing our lead clinical candidate, baxdrostat (CIN-107), for the treatment of hypertension and other cardio-renal diseases. Baxdrostat is a highly selective, oral small molecule inhibitor of aldosterone synthase, the enzyme responsible for the synthesis of aldosterone in the adrenal gland. Baxdrostat is designe

CinCor Pharma Announces Pricing of Upsized Public Offering of Common Stock and Pre-Funded Warrants

EX-99.1 3 d399265dex991.htm EX-99.1 Exhibit 99.1 CinCor Pharma Announces Pricing of Upsized Public Offering of Common Stock and Pre-Funded Warrants WALTHAM, Mass., Aug. 11, 2022 (GLOBE NEWSWIRE) — CinCor Pharma, Inc. (“CinCor”) (Nasdaq: CINC), a clinical-stage biopharmaceutical company focused on developing its lead clinical candidate, baxdrostat, for the treatment of hypertension and other cardio

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 CinCor Pharma, Inc. Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, $0.00001 par value per share (3)(4) 457(o) ? ? $11,385,000 .0

As filed with the Securities and Exchange Commission on August 10, 2022.

As filed with the Securities and Exchange Commission on August 10, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CinCor Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 36-4931245 (State or other jurisdiction of incorporation or organization) (Prim

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 CinCor Pharma, Inc. Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, $0.00001 par value per share(3)(4) 457(o) ? ? $247,365,000 .0

[Remainder of page intentionally left blank]

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Jefferies LLC 520 Madison Avenue New York, New York 10022 Piper Sandler & Co. 1251 Avenue of the Americas, 7th Floor New York, New York 10154 VIA EDGAR August 8, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sci

Form of Underwriting Agreement.

Exhibit 1.1 CinCor Pharma, Inc. Common Stock, $0.00001 Par Value Per Share Underwriting Agreement August, 2022 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Jefferies LLC Piper Sandler & Co. As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 c/o Morgan Stanley & Co. LLC 158

Power of Attorney (included on the signature page of the Registration Statement on Form S-1 (File No. 333-266674), filed with the Commission on August 8, 2020 and incorporated herein by reference).

Table of Contents As filed with the Securities and Exchange Commission on August 8, 2022.

CinCor Pharma Announces Positive Topline Data for Phase 2 BrigHtn Trial Evaluating Baxdrostat, its Selective Aldosterone Synthase Inhibitor, in Treatment-Resistant Hypertension Successfully met the primary endpoint in the BrigHtn trial, delivering a

CinCor Pharma Announces Positive Topline Data for Phase 2 BrigHtn Trial Evaluating Baxdrostat, its Selective Aldosterone Synthase Inhibitor, in Treatment-Resistant Hypertension Successfully met the primary endpoint in the BrigHtn trial, delivering a 20.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: 001-41201 CinCor Pharma, Inc.

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): August 08, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission Fil

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 08, 2022 CinCor Pharma, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission Fil

Form of Pre-Funded Warrant.

Exhibit 4.2 Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINCOR PHARMA, INC. Warrant Shares: [?] Date of Issuance: [?], 2022 (such date, the ?Issue Date?) Warrant No.: [?] THIS PRE-FUNDED COMMON STOCK PURCHASE

CinCor Reports Second Quarter Financial Results and Provides Corporate Update Positive topline data in the Phase 2 BrigHtn trial, demonstrating clinically meaningful and statistically significant reduction in blood pressure with baxdrostat in treatme

CinCor Reports Second Quarter Financial Results and Provides Corporate Update Positive topline data in the Phase 2 BrigHtn trial, demonstrating clinically meaningful and statistically significant reduction in blood pressure with baxdrostat in treatment-resistant hypertension Completed enrollment in the HALO Phase 2 trial for baxdrostat in patients with uncontrolled hypertension with 249 patients randomized; topline data expected in the second half of 2022 Initiated an Open Label Extension trial to evaluate the safety and tolerability of baxdrostat in patients for up to 52 weeks Conference Call and Webcast Scheduled for 8:30 AM EDT Today WALTHAM, August 8, 2022 (GLOBE NEWSWIRE) - CinCor Pharma, Inc.

CINCOR PHARMA, INC. 230 Third Avenue Waltham, Massachusetts 02451 August 8, 2022 VIA EDGAR

CINCOR PHARMA, INC. 230 Third Avenue Waltham, Massachusetts 02451 August 8, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama RE: CinCor Pharma, Inc. Registration Statement on Form S-1 File No. 333-266674 Acceleration Request Requested Date: August 10, 2022 Requested Time: 4:15 P.M. East

As confidentially submitted to the Securities and Exchange Commission on July 25, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 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): May 10, 2022 CinCor Pharma, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: 001-41201 CinCor Pharma, Inc.

CinCor Reports First Quarter Financial Results and Provides Corporate Update Topline data for baxdrostat (CIN-107) in BrigHtn Phase 2 trial for treatment-resistant hypertension (rHTN) expected in 2H 2022 Topline data for baxdrostat (CIN-107) in HALO

Exhibit 99.1 CinCor Reports First Quarter Financial Results and Provides Corporate Update Topline data for baxdrostat (CIN-107) in BrigHtn Phase 2 trial for treatment-resistant hypertension (rHTN) expected in 2H 2022 Topline data for baxdrostat (CIN-107) in HALO Phase 2 trial for uncontrolled hypertension (uHTN) expected in 2H 2022 Phase 2 figHTN-CKD trial evaluating baxdrostat?s (CIN-107) utility

CinCor Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Corporate Update BrigHtn Phase 2 study with CIN-107 for Resistant Hypertension Enrollment Complete with Topline Results Expected in 2H 2022 Topline Data from HALO Phase 2

Exhibit 99.1 CinCor Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Corporate Update BrigHtn Phase 2 study with CIN-107 for Resistant Hypertension Enrollment Complete with Topline Results Expected in 2H 2022 Topline Data from HALO Phase 2 study with CIN-107 for Uncontrolled Hypertension Expected in 2H 2022 Mason Freeman, M.D. named Chief Medical Officer Conference call and

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 22, 2022 CinCor Pharma, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission File

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 001-41201 CinCor Pharma,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 25, 2022 CinCor Pharma, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission Fi

CINC / CinCor Pharma Inc / GENERAL ATLANTIC LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CinCor Pharma, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 (Name, Ad

CINC / CinCor Pharma Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - CINCOR PHARMA, INC. Passive Investment

SC 13G 1 p22-0224sc13g.htm CINCOR PHARMA, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CinCor Pharma, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) January 11, 2022 (Date of Event Which Requires Filing of This Statement) Check the app

CINC / CinCor Pharma Inc / 5AM Ventures VI, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CinCor Pharma, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 17240Y109 (CUSIP Number) January 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

CINC / CinCor Pharma Inc / Sofinnova Venture Partners X, L.P. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* CinCor Pharma, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (CUSIP Number) Nathalie Auber Sofinnova Investm

LOCK-UP AGREEMENT

EXHIBIT 3 LOCK-UP AGREEMENT October 27, 2021 Morgan Stanley & Co. LLC Jefferies LLC Evercore Group L.L.C. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Ladies and Gentlemen: The undersigned understands that Morgan Stanley & Co. LLC (?Morgan Stanley?),

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k)(1)

EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

Power of Attorney (included in signature pages of Registration Statement)

As filed with the Securities and Exchange Commission on January 12, 2022 Registration No.

CINC / CinCor Pharma Inc / venBio Global Strategic Fund III, L.P. - 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. )* CinCor Pharma, Inc. (Name of Issuer) Common stock, $0.00001 par value per share (Title of Class of Securities) 17240Y109 (CUSIP Number) January 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

CINC / CinCor Pharma Inc / CinRx Pharma, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.

Joint Filing Agreement

EX-1 2 brhc10032758ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of CinCor Pharma, Inc. dated as of January 11, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with th

Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to Registrant's Current Report on Form 8-K, filed with the SEC on January 11, 2022, and incorporated by reference herein).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CINCOR PHARMA, INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 5 Section 7. Notice of Meeting

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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): January 11, 2022 CinCor Pharma, Inc. (Exact name of registrant as specified in its Charter) Delaware 001-41201 36-4931245 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K, filed with the SEC on January 11, 2022, and incorporated by reference herein).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINCOR PHARMA, INC. CinCor Pharma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of the Delaware, hereby certifies that: ONE: The original name of this corporation was CinCor Pharma, Inc. and the date of filing the original Certificate of Incorporation of this corporation w

Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indire

12,100,000 Shares CinCor Pharma, Inc. COMMON STOCK

424B4 1 d501326d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-261738 Registration No. 333-262045 PROSPECTUS 12,100,000 Shares CinCor Pharma, Inc. COMMON STOCK CinCor Pharma, Inc. is offering 12,100,000 shares of common stock. This is our initial public offering and no public market exists for our common stock. The initial public offering price of our commo

As filed with the Securities and Exchange Commission on January 6, 2022.

As filed with the Securities and Exchange Commission on January 6, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CinCor Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 36-4931245 (State or other jurisdiction of incorporation or organization) (Prim

VIA EDGAR

VIA EDGAR January 4, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Form 8-A

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 CinCor Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 36-4931245 (State of incorporation or organization) (I.R.S. Employer Identification No.) 200 Clarendon Street, 6t

CINCOR PHARMA, INC. 200 Clarendon Street, 6th Floor Boston, Massachusetts 02116 January 4, 2022 VIA EDGAR

CINCOR PHARMA, INC. 200 Clarendon Street, 6th Floor Boston, Massachusetts 02116 January 4, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Fay Daniel Gordon Ada Sarmento Suzanne Hayes RE: CinCor Pharma, Inc. Registration Statement on Form S-1 File No. 333-261738 Acceleration Request Requested Da

2022 Employee Stock Purchase Plan.

Exhibit 10.3 CINCOR PHARMA, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 30, 2021 APPROVED BY THE STOCKHOLDERS: DECEMBER 30, 2021 IPO DATE: [ ] 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits

Amended and Restated Executive Employment Agreement, dated as December 29, 2021, by and between the Registrant and Marc de Garidel.

Exhibit 10.8 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into effective as of, and conditional upon, the pricing date of the initial public offering of the common stock of the Company (the ?Effective Date?), by and between Marc de Garidel (?Executive?) and CinCor Pharma, Inc. (the ?Company?). This Agreeme

2022 Equity Incentive Plan and Forms of Option Grant Notice and Agreement, Exercise Notice, Early Exercise Notice and Restricted Stock Award Notice.

Exhibit 10.2 CINCOR PHARMA, INC. 2022 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 30, 2021 APPROVED BY THE STOCKHOLDERS: DECEMBER 30, 2021 IPO Date: [ ] TABLE OF CONTENTS Page 1. GENERAL. 1 2. SHARES SUBJECT TO THE PLAN. 1 3. ELIGIBILITY AND LIMITATIONS. 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS. 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS. 7 6. ADJUSTMENTS

As filed with the Securities and Exchange Commission on January 3, 2022.

Table of Contents As filed with the Securities and Exchange Commission on January 3, 2022.

Amended and Restated Executive Employment Agreement, dated as December 29, 2021, by and between the Registrant and Catherine Pearce.

EX-10.11 11 d501326dex1011.htm EX-10.11 Exhibit 10.11 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of, and conditional upon, the pricing date of the initial public offering of the common stock of the Company (the “Effective Date”), by and between Catherine Pearce (“Executive

Amended and Restated Executive Employment Agreement, dated as December 29, 2021, by and between the Registrant and Mason Freeman.

Exhibit 10.10 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into effective as of, and conditional upon, the pricing date of the initial public offering of the common stock of the Company (the ?Effective Date?), by and between Mason Freeman (?Executive?) and CinCor Pharma, Inc. (the ?Company?). This Agreemen

Form of Underwriting Agreement.

EX-1.1 2 d501326dex11.htm EX-1.1 Exhibit 1.1 [ ] Shares CINCOR PHARMA, INC. COMMON STOCK, $0.00001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT January [ ], 2022 January [ ], 2022 Morgan Stanley & Co. LLC Jefferies LLC Evercore Group L.L.C. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Evercore Group L.L.C. 55 East 52n

2019 Stock Option Plan.

Exhibit 10.1 CINCOR PHARMA, INC. 2019 Stock Option Plan 1. Purpose. The purpose of this Plan is to promote share ownership by key employees, Directors and consultants of CinCor Pharma, Inc., a Delaware corporation, and its Subsidiaries, thereby reinforcing a mutuality of interest with other stockholders, and to enable the Company and the Subsidiaries to attract, retain and motivate key employees,

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINCOR PHARMA, INC. (Pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware) CinCor Pharma, 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

Amended and Restated Executive Employment Agreement, dated as December 30, 2021, by and between the Registrant and Mary Theresa Coelho.

Exhibit 10.9 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into effective as of, and conditional upon, the pricing date of the initial public offering of the common stock of the Company (the ?Effective Date?), by and between Mary Theresa Coelho (?Executive?) and CinCor Pharma, Inc. (the ?Company?). This Agr

As filed with the Securities and Exchange Commission on December 23, 2021.

Table of Contents As filed with the Securities and Exchange Commission on December 23, 2021.

Voting Agreement and Proxy, dated as December 22, 2021, by and between the Registrant and CinRx Pharma, LLC.

Exhibit 10.7 VOTING AGREEMENT AND PROXY This Voting Agreement and Proxy (this ?Agreement?), is made and entered into as of December 22, 2021 (the ?Effective Date?), by and between CinCor Pharma, Inc., a Delaware corporation (the ?Company?), and CinRx Pharma, LLC, an Ohio limited liability company (the ?Stockholder?). WHEREAS, concurrently with the execution of this Agreement, the Company and the S

2019 Stock Option Plan.

Exhibit 10.1 CINCOR PHARMA, INC. 2019 Stock Option Plan 1. Purpose. The purpose of this Plan is to promote share ownership by key employees, Directors and consultants of CinCor Pharma, Inc., a Delaware corporation, and its Subsidiaries, thereby reinforcing a mutuality of interest with other stockholders, and to enable the Company and the Subsidiaries to attract, retain and motivate key employees,

Amended and Restated Certificate of Incorporation of the Registrant (as amended and currently in effect).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINCOR PHARMA, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) CinCor Pharma, 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. That the name o

Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated September 22, 2021.

Exhibit 4.1 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of September 22, 2021, by and among CinCor Pharma, Inc., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreem

Amended and Restated Management Services Agreement, dated as of April 16, 2020, by and between the Registrant and CinRx Pharma, LLC.

EX-10.6 10 d501326dex106.htm EX-10.6 Exhibit 10.6 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made effective as of April 16, 2020 (the “Effective Date”), by and between CinCor Pharma, Inc., a Delaware corporation (“CinCor”), and CinRx Pharma, LLC, an Ohio limited liability CinCor (“CinRx”). WHEREAS, CinCor and Cin

Power of Attorney (included on signature page).

Table of Contents As filed with the Securities and Exchange Commission on December 17, 2021.

Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF CINCOR PHARMA, INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 5 Section 7. Notice of Meeting

Form of Amended and Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering).

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINCOR PHARMA, INC. CinCor Pharma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of the Delaware, hereby certifies that: ONE: The original name of this corporation was CinCor Pharma, Inc. and the date of filing the original Certificate of Incorporation of this corporation w

Amended and Restated Bylaws of the Registrant (currently in effect).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS of CINCOR PHARMA, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is establis

License Agreement, dated as of May 13, 2019, by and among the Registrant, F. Hoffman-La Roche Ltd and Hoffmann-La Roche Inc.

Exhibit 10.5 Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both not material and the type that the registrant treats as private or confidential. License Agreement This Agreement is entered into with effect as of the Effective Date (as defined below) by and between F. Hoffmann-La Roche Ltd with an office and place of business at Grenzac

Form of Indemnification Agreement with Executive Officers and Directors.

Exhibit 10.4 CINCOR PHARMA, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of , 20 , and is between CinCor Pharma, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in cert

As confidentially submitted to the Securities and Exchange Commission on November 30, 2021. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein re

Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 30, 2021.

Cooley LLP 500 Boylston Street, 14th Floor, Boston, MA 02116-3736 t: +1 617 937 2300 f: +1 617 937 2400 cooley.com

Ryan Sansom +1 617 937 2335 [email protected] November 30, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Michael Fay Daniel Gordon Ada Sarmento Suzanne Hayes Re: CinCor Pharma, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted October 14, 2021 CIK No. 0001868734 Ladies and Gentlemen: On behalf of

As confidentially submitted to the Securities and Exchange Commission on October 13, 2021. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein rem

Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 13, 2021.

Cooley LLP 500 Boylston Street, 14th Floor, Boston, MA 02116-3736 t: +1 617 937 2300 f: +1 617 937 2400 cooley.com

Ryan Sansom +1 617 937 2335 [email protected] October 13, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Michael Fay Daniel Gordon Ada Sarmento Suzanne Hayes Re: CinCor Pharma, Inc. Draft Registration Statement on Form S-1 Submitted August 27, 2021 CIK No. 0001868734 Ladies and Gentlemen: On behalf of our client CinCor Ph

As confidentially submitted to the Securities and Exchange Commission on August 27, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 27, 2021.