CBAY Cymabay Therapeutics Inc

Item 8.01. Other Events.

On March 5, 2019 CymaBay Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Evercore Group L.L.C. and Cantor Fitzgerald & Co. as representatives of the underwriters (the “Underwriters”) relating to the offering, issuance and sale (the “Offering”) of 8,000,000 shares of the Company’s common stock, par value $0.0001 per share. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the shares of common stock from the Company at a price of $11.75 per share, which will result in approximately $93,600,000 of proceeds to the Company after deducting estimated offering expenses. The offering is expected to close on or about March 8, 2019, subject to customary closing conditions. The Underwriters have a 30-day option to purchase up to an additional 1,200,000 shares of common stock. All of the shares in the offering are being sold by the Company.

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-229082) previously filed with the Securities and Exchange Commission and a final prospectus supplement thereunder, dated March 5, 2019.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.