Current Report Filing (8-k)
October 07 2016 - 4:10PM
Edgar (US Regulatory)
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
October 7, 2016
Date of Report (Date of earliest event reported)
Cidara
Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36912
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46-1537286
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6310 Nancy Ridge Drive, Suite 101
San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (858) 752-6170
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 7, 2016, Cidara Therapeutics, Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with Cantor Fitzgerald & Co. (the Underwriter), relating to the offering, issuance and sale of 2,475,248 shares of the
Companys common stock (the Shares) to the Underwriter at a price to the public of $10.10 per share (the Offering). The net proceeds to the Company from the Offering are expected to be approximately $23.9 million, after
deducting underwriting discounts and commissions and estimated expenses payable by the Company. The Offering is expected to close on or about October 13, 2016, subject to customary closing conditions. Pursuant to the Underwriting Agreement, the
Underwriter has a 30-day option to purchase up to 371,287 additional shares of common stock.
The Offering is being made pursuant to the
Companys effective registration statement on Form S-3 (Registration Statement
No. 333-211472)
previously filed with and declared effective by the Securities and Exchange Commission (the
SEC) and a prospectus supplement and accompanying prospectus filed with the SEC.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriter, 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 foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Cooley LLP relating to
the legality of the issuance and sale of Common Stock in the Offering is attached as Exhibit 5.1 to this report.
On October 6, 2016, the Company issued a press release announcing the proposed
Offering, and on October 7, 2016, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated October 7, 2016
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1)
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99.1
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Press Release, dated October 6, 2016
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99.2
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Press Release, dated October 7, 2016
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Forward-Looking Statements
Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Because such statements, including statements regarding the expected timing and completion of the Offering, are subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Risks are described more fully in the prospectus supplement related to the Offering filed with the SEC and in the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2016, as supplemented by the Companys Current Report on Form 8-K filed on October 6, 2016, incorporated by reference
therein. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. The Company undertakes no obligation to update such
statements to reflect events that occur or circumstances that exist after the date on which they were made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Cidara Therapeutics, Inc.
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Dated: October 7, 2016
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By:
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/s/ Jeffrey L. Stein
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Jeffrey L. Stein
President and Chief
Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated October 7, 2016
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1)
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99.1
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Press Release, dated October 6, 2016
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99.2
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Press Release, dated October 7, 2016
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