Warrants
As of September 30, 2017, we had warrants outstanding and exercisable for 1,604,255 shares of our common stock. Below is a discussion of
the issuance history of our warrants.
On September 30, 2013, October 31, 2013 and January 24, 2014, we entered into
agreements to issue warrants exercisable for 1,326,998 shares of our common stock (the Financing Warrants). The Financing Warrants are exercisable for a period of five (5) years from the issuance dates, at an exercise price of $5.75
per share. The exercise prices for such Financing Warrants may be adjusted in the event of any recapitalization, reclassification, exchange, or subdivision of our outstanding shares of Common Stock. In the event we declare and pay a dividend or
other distribution on the shares of our common stock, then the holder of the Financing Warrants shall be entitled to receive such dividends or distributions to the same extent as if the holder had exercised the Financing Warrant and held common
stock. The Financing Warrants contain anti-dilution provisions that are contingent upon the occurrence of an acquisition or change of control of CymaBay (a Major Transaction). Furthermore, we may be subject to liquidated damages in the
event of certain Events of Failure including failure to deliver shares upon exercise of the Financing Warrants, failure to remove a restrictive legend from a Financing Warrant or the underlying shares, or failure to affect a transfer of
a Financing Warrant. We may be subject to liquidated damages in connection with any Event of Failure in the form of cash payments or issuance of shares of common stock in connection with any such Event of Failure, each as determined by the
Black-Scholes Option Pricing Model. We may be subject to additional liquidated damages in the event of certain Events of Default including Events of Failure that are not cured within the requisite periods or in the event we fail to
provide for appropriate payments to the holders of Financing Warrants in connection with a Major Transaction. We may be subject to liquidated damages or early mandatory termination of the Financing Warrant in connection with any Event of Default in
the form of cash payments or issuance of shares of common stock in full satisfaction of the Financing Warrants, each as determined by the Black-Scholes Option Pricing Model. CymaBay further issued warrants exercisable for 414,790 shares of its
common stock to NSC in its capacity as placement agent in the 2013 financing under the same terms and conditions as the Financing Warrants.
On September 30, 2013, we issued warrants to purchase an aggregate of 121,739 shares of common stock to SVB and Oxford, as partial
consideration for SVB and Oxford entering into a $10,000,000 credit facility with CymaBay (the 2013 Bank Warrants). The 2013 Bank Warrants are exercisable for a period of seven (7) years from September 30, 2013, at an exercise
price of $5.00 per share. The exercise prices for such 2013 Bank Warrants may be adjusted in the event of any recapitalization, reclassification, exchange, or subdivision of our outstanding shares of common stock. In the event CymaBay was to declare
and pay a dividend or other distribution on the shares of its common stock, then upon exercise of the 2013 Bank Warrants, the holder shall be entitled to receive, without additional cost to the holder, the total number and kind of securities and
property which the holder would have received had holder owned the shares of record as of the date the dividend or distribution occurred. In the event of any merger or acquisition of CymaBay, the holder of any 2013 Bank Warrant is obligated to
exercise the 2013 Bank Warrant prior to the consummation of such merger or acquisition and the 2013 Bank Warrant shall expire immediately prior to the consummation of such merger or acquisition, unless the consideration to be paid to the holders of
our common stock is something other than cash or marketable securities, in which case any successor entity to CymaBay shall be obligated to assume the 2013 Bank Warrants.
On August 7, 2015, we issued warrants to purchase an aggregate of 114,436 shares of common stock to SVB and Oxford, as partial
consideration for SVB and Oxford entering into a $15,000,000 credit facility with CymaBay (the 2015 Bank Warrants). The 2015 Bank Warrants are exercisable for a period of ten (10) years from August 7, 2015, at an exercise price
of $2.84 per share. The exercise prices for such 2015 Bank Warrants may be adjusted in the event of any recapitalization, reclassification, exchange, or subdivision of our outstanding shares of common stock. In the event CymaBay was to declare and
pay a dividend or other distribution on the shares of its common stock, then upon exercise of the 2015 Bank Warrants, the holder shall be entitled to receive, without additional cost to the holder, the total number and kind of securities and
property which the holder would
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