VIGL / Vigil Neuroscience, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

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

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

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.

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.

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

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

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

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.

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.

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.

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

CONTINGENT VALUE RIGHTS AGREEMENT By and between COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Rights Agent Dated as of 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

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.

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,

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

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,

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

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. )

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))

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

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Vigil Neuroscience, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fee

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Vigil Neuroscience, Inc.

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

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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,

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

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. )

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))

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

Agreement and Plan of Merger, dated as of May 21, 2025, by and among Sanofi, Vesper Acquisition Sub Inc. and Vigil Neuroscience, Inc.

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

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

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. )

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))

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,

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

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,

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

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. )

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))

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

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

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

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 clinic

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),

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

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

VIA EDGAR

CORRESP VIA EDGAR April 4, 2025 United States Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N.

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.  )

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

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.

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. )

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vigil Neuroscience, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vigil Neuroscience, Inc.

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

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

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

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

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 (

Exhibit 4.3

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

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

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.

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-3

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

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 NEUROSCIEN

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

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

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

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

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 evalua

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. (

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

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)

Regulation FD Disclosure

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

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

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

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

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

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

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

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

JOINT FILING AGREEMENT

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

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

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

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,

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

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

Vigil Neuroscience Provides Update on Clinical Development Strategy to Pursue Potential Accelerated Approval Pathway for Iluzanebart in ALSP

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

Securities Purchase Agreement, dated June 27, 2024, by and between Vigil Neuroscience, Inc. and Aventis Inc.

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

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

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

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

Certificate of Designation of Preferences, Rights and Limitations, of Series A Non-Voting Convertible Preferred Stock, dated June 27, 2024. (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K (File No. 001-41200) filed on 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

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

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K (File No. 001-41200) filed on 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

Amended and Restated Bylaws

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

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

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

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

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

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) —

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. )

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)

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. )

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

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. )

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

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

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.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vigil Neuroscience, Inc.

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; -

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

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

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

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

Compensation Recovery Policy

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 (

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.

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”

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

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

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 NEUROSCIEN

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

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 t

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

Today’s Agenda 4:30 - 4:35 PM (5 min) Opening Remarks and Corporate Overview Ivana Magovčević-Liebisch, PhD, JD President & Chief Executive Officer, Vigil Neuroscience, Inc. 4:35 - 5:05 PM (30 min) Presentation of Iluzanebart (VGL101) Interim Data fr

Interim Analyses of ILLUMINATE Natural History Study & IGNITE Phase 2 Trial for Iluzanebart (VGL101) in ALSP November 16, 2023 Exhibit 99.

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

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

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

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

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

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

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

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): 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

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

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

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

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

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

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

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

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

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 molec

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

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

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

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,

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

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

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 dis

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

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

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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

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. )

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)

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. “

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. )

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)

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. )

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

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

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

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

VIA EDGAR

VIA EDGAR March 28, 2023 United States Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N.

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

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 histor

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vigil Neuroscience, Inc.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Vigil Neuroscience, Inc.

Power of Attorney (included on signature page).

S-8 As filed with the Securities and Exchange Commission on March 21, 2023 Registration No.

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.

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

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

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

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

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

Regulation FD Disclosure

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

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

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

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”

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

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

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): 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

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.

JOINT FILING AGREEMENT

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

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 NEUROSCIENC

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

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 t

Vigil Neuroscience Ivana Magovčević-Liebisch, PhD, JD President & Chief Executive Officer JP Morgan Healthcare Conference January 9, 2023 © Vigil Neuroscience, Inc.

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

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 –

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

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

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

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 signific

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

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 Se

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

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

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 t

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

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

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 NEUROSCIE

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

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

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

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 t

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

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 NEUROSCIEN

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

Vigil Neuroscience, Inc.

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

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.

Registration Fee Table

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

Joint Filing Agreement

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

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)

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

JOINT FILING AGREEMENT

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

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.

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.

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

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on 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

Registration Rights Agreement, by and among the Registrant and the persons party thereto, dated as of August 12, 2022 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on 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

Securities Purchase Agreement, by and among the Registrant and the persons party thereto, dated as of August 12, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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 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

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

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

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 patie

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

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

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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

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

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

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

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

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,

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

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

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 a

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

Schedule 14(a)

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

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. )

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)

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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

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

Description of Securities (incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K (File No. 001-41200) filed on 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

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

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

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

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

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): 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

JOINT FILING AGREEMENT

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

VIGL / Vigil Neuroscience Inc / Atlas Venture Fund XII, L.P. - ACQUISITION OF BENEFICIAL OWNERSHIP 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, $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

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

LOCK-UP AGREEMENT

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

Joint Filing Agreement

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

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,

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

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 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

Amended and Restated Bylaws of the Registrant. (incorporated by reference to Exhibit 3.2 to the Registrant's Form 8-K (File No. 001-41200) filed on 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

Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K (File No. 001-41200) filed on 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

7,000,000 Shares Common Stock

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

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.

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 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

[Signatures follow]

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

Goodwin Procter

Goodwin Procter LLP Counsellors at Law 100 Northern Avenue Boston, MA 02210 T: 617.

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

Form of Third Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-261230)).

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

2021 Stock Option and Incentive Plan and form of award agreements thereunder (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1/A (File No. 333-261230) filed on 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

Form of Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-261230)).

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

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

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1/A (File No. 333-261230) filed on 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

Goodwin Procter

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

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

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

Second Amended and Restated Certificate of Incorporation of Registrant, as amended and as currently in effect.

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,

Service Agreement and Space-Specific Amendment, by and between CIC Innovation Communities, LLC and the Registrant, dated as of October 13, 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

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

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

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 ?[***]?.

Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, effective as of August 13, 2021 (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-261230) filed on 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

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (File No. 001-41200) filed on January 11, 2022)

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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Goodwin Procter LLP Counsellors at Law 100 Northern Avenue Boston, MA 02210 T: 617.

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES Legal Name Jurisdiction of Incorporation Vigil Neuroscience Security Corporation Massachusetts

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.

Master Services Agreement, by and between the Registrant and Fujifilm Diosynth Biotechnologies UK Limited, Fujifilm Diosynth Biotechnologies Texas, LLC, Fujifilm Diosynth Biotechnologies U.S.A., Inc, and Fujifilm Diosynth Biotechnologies Denmark APS, dated February 24, 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

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

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1/A (File No. 333-261230) filed on January 3, 2022).

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

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

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

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

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

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

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

EXCLUSIVE LICENSE AGREEMENT by and between AMGEN INC. VIGIL NEUROSCIENCE, INC. Dated as of July 9, 2020

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.

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

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 informat

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

SUBSIDIARIES Legal Name Jurisdiction of Incorporation Vigil Neuroscience Security Corporation Massachusetts

EX-21.1 9 filename9.htm Exhibit 21.1 SUBSIDIARIES Legal Name Jurisdiction of Incorporation Vigil Neuroscience Security Corporation Massachusetts

(1) FUJIFILM DIOSYNTH BIOTECHNOLOGIES UK LIMITED (2) FUJIFILM DIOSYNTH BIOTECHNOLOGIES TEXAS, LLC (3) FUJIFILM DIOSYNTH BIOTECHNOLOGIES U.S.A., INC (4) FUJIFILM DIOSYNTH BIOTECHNOLOGIES DENMARK APS (5) VIGIL NEUROSCIENCE, INC. MASTER SERVICES AGREEME

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

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

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)

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