6310 Nancy Ridge Drive, Suite 101
San Diego, California 92121
(858) 752-6170
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeffrey Stein, Ph.D., Chief Executive Officer
Cidara Therapeutics, Inc.
6310 Nancy Ridge Drive, Suite 101
San Diego, California 92121
(858) 752-6170
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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| Copies to: Charles J. Bair, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000 From time to time after the effective date of this Registration Statement.
(Approximate date of commencement of proposed sale to the public) Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. T☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–212b-2 of the Exchange Act.
Large accelerated filer | | | ☐ | | | | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | | | | Smaller reporting company | | | ☒ |
| | | | | | | | | Emerging growth company | | | ☒ |
Large accelerated filer¨Accelerated filerT
Non-accelerated filer¨ (Do not check if a smaller reporting company) Smaller reporting company ¨
Emerging growth companyT
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. T☐
CALCULATION OF REGISTRATION FEE
common stock, par value $0.0001 per share | | | 4,781,408 | | | $3.51 | | | $16,782,743 | | | $2,179(3) |
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Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
| Common Stock, par value $0.0001 per share | 3,360,000 | $7.93 | $26,628,000 | $3,316 |
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
| (2) | Pursuant to Rule 457(c), calculated on the basis of the average of the high and low prices per share of the registrant’s Common Stock reported on the Nasdaq Global Market on November 10, 2017, a date within five business days prior to the filing of this registration statement. |
(1)
| Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(2)
| Pursuant to Rule 457(c), calculated on the basis of the average of the high and low prices per share of the registrant’s common stock reported on the Nasdaq Global Market on May 29, 2020, a date within five business days prior to the filing of this registration statement. |
(3)
| Previously paid in connection with the initial filing of the Registration Statement. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. The selling stockholdersstockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2017JUNE 11, 2020
PROSPECTUS
3,360,0004,781,408 shares of Common Stock
This prospectus covers the offer and resale by the selling stockholdersstockholder identified in this prospectus of up to an aggregate of 3,360,0004,781,408 shares of our common stock issued to the selling stockholders in a private placement on October 24, 2017.stock.
We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholders of such shares.stockholder. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The selling stockholders arestockholder is responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of their shares.the shares covered by this prospectus.
Sales of the shares by the selling stockholdersstockholder may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling stockholdersstockholder may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders,stockholder, the purchasers of the shares, or both. If required, the number of shares to be sold, the public offering price of those shares, the names of any underwriters, broker-dealers or agents and any applicable commission or discount will be included in a supplement to this prospectus, called a prospectus supplement.
Our common stock is listed on The Nasdaq Global Market under the symbol “CDTX.” On NovemberJune 10, 2017,2020, the last reported sale price of our common stock was $7.80$3.73 per share.
Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under “Risk Factors” beginning on page
34 of this prospectus and under similar headings in our Annual Report on Form 10-K for the fiscal year ended December 31,
20162019 and our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2017,March 31, 2020, which have been filed with the Securities and Exchange Commission, or the SEC, and are incorporated by reference in this prospectus and in the other documents that are filed after the date hereof and incorporated by reference into this prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 20172020
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RISK FACTORS | |
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USE OF PROCEEDS | |
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SELLING STOCKHOLDERS | |
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You should read this prospectus, any applicable prospectus supplement and the documents incorporated by reference in this prospectus before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
You should rely only on the information contained in or incorporated by reference in this prospectus (as supplemented or amended). We and the selling stockholder have not authorized anyone to provide you with different information. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. The information contained in this prospectus, as well as the information filed previously with the SEC, and incorporated by reference in this prospectus, is accurate only as of the date of the document containing the information, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sale of our common stock.
Unless otherwise stated, all references in this prospectus to “we,” “us,” “our,” “Cidara,” the “Company” and similar designations refer to Cidara Therapeutics, Inc. and its subsidiaries on a consolidated basis. We have filed the word trademark “Cidara” for registration on the Principal Register of the United States Patent and Trademark Office. Solely for convenience, trademarks and trade names referred to in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. This prospectus, any applicable prospectus supplement and the documents incorporated by reference in this prospectus may contain trademarks and trade names of other companies, and those trademarks and trade names are the property of their respective owners. We do not intend our use or display of other companies’ trademarks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies or products.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any applicable prospectus supplement or free writing prospectus, including the documents that we incorporate by reference herein and therein, contain "forward-looking statements"“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. As such, our actual results may differ significantly from those expressed in any forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
We discuss many of these risks in greater detail under “Risk Factors” in this prospectus, in the "Business"“Business” and "Management's“Management's Discussion and Analysis of Financial Condition and Results of Operations"Operations” sections incorporated by reference from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC.
Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus, any applicable prospectus supplement, together with the documents that we have filed with the SEC that are incorporated by reference and any free writing prospectus we have authorized for use in connection with this offering, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
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This summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus. This summary is not complete and does not contain all of the information that you should consider before making an investment decision. For a more complete understanding of our company, you should read and consider carefully the more detailed information included or incorporated by reference in this prospectus and any applicable prospectus supplement, including the factors described under the heading “Risk Factors” beginning on page
34 of this prospectus, as well as the information incorporated by reference from our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, before making an investment decision.
ABOUT THE COMPANY
Company Overview
We are a biotechnology company focused on the discovery, development and commercialization of novel anti-infectives for the treatment and prevention of diseases that are inadequately addressed by current standard of care therapies. We are developing a balanced pipeline of product and development candidates, with an initiala focus on serious fungal and bacterialviral infections.
Our lead product candidate is rezafungin acetate, formerly known as CD101 IV, an intravenous formulation of a novel echinocandin. Rezafungin acetate has been approved as the international nonproprietary name, or INN, for CD101 by the World Health Organization, andis being developed as a United States Adopted Name, or USAN,once-weekly, high-exposure therapy for CD101 by the USAN Council.
Rezafungin has improved pharmacokinetics compared to existing echinocandins and has the potential for expanded utility across patient settings. Rezafungin is the only once-weekly product candidate currently in development that is intended for thefirst-line treatment and prevention of life-threateningserious, invasive fungal infections.
In addition, we are developing CD201using our Cloudbreak® antiviral platform to develop Antiviral Fc-Conjugates, or AVCs, for the prevention and our antibody-drug conjugates for multidrug-resistant bacterialtreatment of influenza and other viral infections, as part of our proprietary Cloudbreak™ platform, which is designed to discover compounds that directly kill bacterial, fungal or viral pathogensincluding RSV, HIV, and also direct a patient’s immune system to attack and eliminate such pathogens.
Coronavirus, including the strain causing COVID-19.
Rezafungin
Rezafungin acetate is a novel molecule in the echinocandin class of antifungals. We are developing rezafungin for the first-line treatment and prevention of systemicserious, invasive fungal infections which are associated with high mortality rates. We are currently enrolling patients with candidemia and invasive candidiasis in a Phase 2 clinical trial called the STRIVE study. We plan to enroll at least 90 patients in the microbiological intent-to-treat, or mITT, population in the STRIVE study, with 30 patients in each of two rezafungin arms and 30 patients receiving the comparator drug, caspofungin. We expect topline data from this study in the first quarter of 2018.
Cloudbreak ImmunotherapyAntiviral Platform
We continue to advancebelieve our Cloudbreak immunotherapy platform, which we believe has broad potential applications across a wide spectrum of infectious diseases, including bacterial, fungal and viral infections. We believe that our Cloudbreakantiviral platform is a fundamentally new approach to prevent and treat life-threatening infectious disease that provides potent antimicrobial activity and immune system engagement in a single long-acting molecule. The Cloudbreak antiviral platform recognizes that infectious disease often results when a microbial pathogen is able to evade or overcome the host immune system. Our Cloudbreak candidates are designed to counter infection in two ways, by directly targeting and destroying invading pathogens and by focusing the immune system at the site of infection. We believe this is a potentially transformative approach, distinct from current therapies, monoclonal antibodies and vaccines. Our lead Cloudbreak candidates are AVCs for the prevention and treatment of infectious disease. To date, weinfluenza. We have generated preclinical, in vivo proof of concept data in bothfor our Cloudbreak antibacterial program and our Cloudbreak antifungalinfluenza program. In September 2016,July 2019, we selected abegan conducting studies in support of an investigational new drug application on our lead Cloudbreak development candidate, CD201.CD377 for influenza prevention and pandemic preparedness. We expect to file an IND application for CD377 in mid-2021.
CD201 is a novel, bispecific antimicrobial immunotherapy being developed for the treatment of multidrug-resistant Gram-negative bacterial infections, including those caused by pathogens harboring the mcr-1 plasmid. CidaraThe Cloudbreak antiviral platform has received a grant for upalso enabled us to $6.9 million from the Combating Antibiotic Resistance Accelerator, or CARB-X, to advanceexpand the development of CD201AVCs to target other life-threatening viruses, including RSV and back-up candidates. The back-up candidates include antibody-drug conjugates thatHIV. In response to the global pandemic, we have also leveraged our Cloudbreak antiviral platform to identify, and are now conducting in vitro testing in various animal models of, bacterial infections.
new AVCs against Coronavirus, including the strain causing COVID-19
Company Information
We were incorporated in Delaware as K2 Therapeutics, Inc. in December 2012. In July 2014, we changed our name to Cidara Therapeutics, Inc. Our principal executive offices are located at 6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121, and our telephone number is (858) 752-6170. Our corporate website address is www.cidara.com. Information contained
in on or accessible through our website is not a part of, and is not incorporated into, this prospectus supplement or any applicablethe accompanying prospectus, supplement, and you should not consider it part of this prospectus supplement or the accompanying prospectus. The inclusion of our website address in this prospectus supplement is an inactive textual reference only.
Private Placement
On October 19, 2017,September 3, 2019, we entered into a SecuritiesStock Purchase Agreement, or the Purchase Agreement, with the selling stockholders,stockholder, pursuant to which we agreed to sellsold and issueissued to the selling stockholders an aggregate of 3,360,000stockholder shares of our common stock in a private placement at a purchase price of $6.00$1.884 per share. The aggregate purchase price paid byshare, for gross proceeds of approximately $9.0 million.
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Under the Purchase Agreement, until September 3, 2020, or the Lock-Up Period, the selling stockholders was $20,160,000. We completedstockholder may not transfer or sell the closing of this private placement on October 24, 2017.
Asshares without our prior written consent. In addition, as required by the Purchase Agreement, we agreed to, among other things, (i) file a registration statement with the SEC to covercovering the resale by the selling stockholder of the shares by no later than 90 days prior to the selling stockholders,expiration of the Lock-Up Period, (ii) cause such registration statement to become effective as soon as practicable following the filing thereof and (iii) take all other actions as may be necessary to keep such registration statement continuously effective during the timeframes set forth in the Purchase Agreement. As set forth in the Purchase Agreement, if we fail to comply with certain obligations with respect to filing and securing effectiveness of such registration statement, we would be obligated to pay liquidated damages to the selling stockholders in the amount of 1% on the day of such default and on every 30th day thereafter, up to a maximum of 6% of each selling stockholder’s aggregate investment.
The registration statement of which this prospectus is a part relates to the offer and resale of the shares of our common stock issued to the selling stockholders in connection with foregoing private placement.stockholder pursuant to the Purchase Agreement.
The Offering
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Common stock offered by the selling stockholders | | 3,360,000 shares |
TABLE OF CONTENTS THE OFFERING Common stock offered by the selling stockholder 4,781,408 shares. Terms of the offering | | Each selling stockholder will determine when and how it will sell the common stock offered in this prospectus, as described in “Plan of Distribution.” |
Use of proceeds | | We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. |
Risk factors | | See “Risk Factors” beginning on page 3, for a discussion of factors you should carefully consider before deciding to invest in our common stock. |
Nasdaq Global Market symbol | | CDTX |
The selling stockholdersstockholder will determine when and how it will sell the common stock offered in this prospectus, as described in “Plan of Distribution.”
Use of proceeds
We will not receive any proceeds from the sale of the shares by the selling stockholder.
Risk factors
See “Risk Factors” beginning on page 4, for a discussion of factors you should carefully consider before deciding to invest in our common stock. Nasdaq Global Market symbol
CDTX
The selling stockholder named in this prospectus may offer and sell up to 3,360,0004,781,408 shares of our common stock. Our common stock is currently listed on Thethe Nasdaq Global Market under the symbol “CDTX.” Shares of common stock that may be offered under this prospectus will be fully paid and non-assessable. We will not receive any of the proceeds of sales by the selling stockholdersstockholder of any of the common stockshares covered by this prospectus. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholdersstockholder for offer and resale, we are referring to the shares of common stock issued to the selling stockholders in connection with our private placementstockholder pursuant to the Purchase Agreement as described above. When we refer to the selling stockholdersstockholder in this prospectus, we are referring to the selling stockholdersstockholder identified in this prospectus and, as applicable, theirits permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.
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Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the sections entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on form 10-Q, as filed with the SEC, which are incorporated herein by reference in their entirety, as well any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any applicable prospectus supplement. Our business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see the section entitled “Where You Can Find More Information.” Please also read carefully the section entitled “Special Note Regarding Forward-Looking Statements.”
USE OF PROCEEDS
We will not receive any of the proceeds from the sale or other disposition of the shares of our common stock held by the selling stockholdersstockholder pursuant to this prospectus. We will bear the out-of-pocket costs, expenses and fees incurred in connection with the registration of the shares of our common stock to be sold by the selling stockholders,stockholder, including registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel, or collectively, the Registration Expenses. Other than Registration Expenses, the selling stockholdersstockholder will bear underwriting discounts, commissions, placement agent fees or other similar expenses payable with respect to sales of shares.
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STOCKHOLDER
We are registering the resale of 3,360,000the 4,781,408 shares of our common stock held byissued to the selling stockholdersstockholder identified below pursuant to the Purchase Agreement, to permit each of them,the selling stockholder, or theirits permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of these shares in the manner contemplated under the section entitled “Plan of Distribution” in this prospectus (as may be supplemented and amended).
The selling stockholdersstockholder may sell some, all or none of theirthe shares. We do not know how long the selling stockholdersstockholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholdersstockholder regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling stockholders.stockholder. As a result, we cannot estimate the number of shares of common stock each of the selling stockholdersstockholder will beneficially own after termination of sales under this prospectus. In addition, each of the selling stockholdersstockholder may have sold, transferred or otherwise disposed of all or a portion of itsthe shares of common stock since the date on which it provided information for this table.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock. Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days.
The information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering assumes the sale of all shares being offered by the selling stockholdersstockholder under this prospectus. The percentage of shares owned prior to and after the offering is based on 20,238,14341,116,182 shares of common stock outstanding as of October 31, 2017.June 4, 2020. This information has been obtained from the selling stockholders or in Schedules 13G or 13D and other public documents filed with the SEC.stockholder.
Mundipharma AG(2) | | | 4,781,408 | | | 11.6% | | | 4,781,408 | | | — | | | — |
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Name and Address(1) | | Number of Shares Beneficially Owned | | Percentage of Shares Beneficially Owned | | Number of Shares Offered(2) | | Number of Shares Beneficially Owned | | Percentage of Shares Beneficially Owned |
Biotech Target N.V.(3) | | 2,235,272 | | 11.0 | % | | 900,000 | | 1,335,272 |
| | 6.6 | % |
Entities affiliated with Great Point Partners, LLC(4) | | 800,000 | | 4.0 | % | | 800,000 | | — |
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Entities affiliated with Prosight Partners, LLC(5) | | 1,577,834 | | 7.8 | % | | 650,000 | (6) | 927,834 |
| | 4.6 | % |
Pura Vida Master Fund, Ltd.(7) | | 275,000 | | 1.4 | % | | 275,000 | | — |
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Entities affiliated with Sphera Funds Management LP(8) | | 210,800 | | 1.0 | % | | 210,000 | | 800 |
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Laurence Lytton(9) | | 678,429 | | 3.4 | % | | 200,000 | | 478,429 |
| | 2.4 | % |
Broadfin Healthcare Master Fund, Ltd.(10) | | 928,897 | | 4.6 | % | | 150,000 | | 778,897 |
| | 3.8 | % |
Entities affiliated with DAFNA Capital Management, LLC(11) | | 308,458 | | 1.5 | % | | 100,000 | (12) | 208,458 |
| | 1.0 | % |
CVI Investments, Inc.(13) | | 75,000 | | * |
| | 75,000 | | — |
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* Less than one percent.
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(2) | Assumes the sale of all shares available for sale under this prospectus and no further acquisitions of shares of common stock by the selling stockholders.stockholder. |
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(3) | Based solely upon a Schedule 13G/A filed withThis figure represents the SEC on October 27, 2017 by BB Biotech4,781,408 shares of common stock issued to Mundipharma AG on behalf of itselfpursuant to the Purchase Agreement. Jörg Fischer, singly as Director, and Biotech Target N.V. Represents 2,235,272 shares held by BB Biotech AG and Biotech Target N.V. with shared voting power. The address of BB Biotech AG is Schwertstrasse 6, CH-8200 Schaffhausen, Switzerland and the address of Biotech Target N.V. is Snipweg 26, Curacao. |
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(4) | Consists of (i) 211,762 shares held by Biomedical Value Fund, L.P., or BVF, (ii) 302,835 shares held by Biomedical Offshore Value Fund, Ltd., or BOVF, (iii) 225,830 shares held by GEF-SMA, L.P., or GEF-SMA, and (iv) 59,573 shares held by Class D Series of GEF-PS, LP, or GEF-PS. Great Point Partners, LLC, or Great Point, is the investment manager of each of BVF, BOVF, GEF-SMARachel Corder, Tobias Fink and GEF-PS, and by virtue of such status may be deemed to be the beneficial owner of the shares held by such entities. Each of Dr. Jeffrey R. Jay, M.D.,Sonja Nagy, jointly as senior managing member of Great Point, and David E. Kroin, as managing director of Great Point, hasVice Director, have voting and investment power with respect to the shares held by BVF, BOVF, GEF-SMA and GEF-PS, and therefore may be deemed to bein the beneficial ownername of the shares held by such entities.Mundipharma AG. The address of Great Point is 165 Mason Street, 3rd Floor, Greenwich, Connecticut. |
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(5) | Consists of (i) 763,846 shares held by Prosight Fund, LP, (ii) 702,922 shares held by Prosight Plus Fund, LP, and (iii) 111,066 shares held by Undiscovered Value Master Fund SPC – April, 2014 Segregated, or collectively, the Prosight Funds. Prosight Management, LP is the sub-advisor or general partner and investment manager of each of the Prosight Funds, and by virtue of such status may be deemed to be the beneficial owner of the shares held by them. Prosight Partners, LLC is the general partner of Prosight Management, LP, and by virtue of such status may be deemed to be the beneficial owner of the shares held by the Prosight Funds. W. Lawrence Hawkins is the sole member of Prosight Partners, LLC, has voting and investment power with respect to the shares held by the Prosight Funds, and therefore may be deemed to be the beneficial owner of the shares held by them. The address of Prosight Partners, LLC is 2301 Cedar Springs Road, STE 355 Dallas, Texas. |
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(6) | Consists of (i) 316,081 shares held by Prosight Fund, LP, (ii) 287,962 shares held by Prosight Plus Fund, LP, and (iii) 45,957 shares held by Undiscovered Value Master Fund SPC – April, 2014 Segregated. |
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(7) | Pura Vida Investments, LLC is the investment manager of Pura Vida Master Fund, Ltd., or Pura Vida, and by virtue of such status may be deemed to be the beneficial owner of the shares held by Pura Vida. Efrem Jason Kamen and Frank Litvack are the partners of Pura Vida Investments, LLC, have voting and investment power with respect to the shares held by Pura Vida, and therefore may be deemed to be the beneficial owners of the shares held by Pura Vida. The address of Pura Vida is 888 Seventh Avenue, Flr 6, New York, New York 10106. |
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(8) | Consists of (i) 204,012 shares owned by Sphera Global Healthcare Master Fund, and (ii) 6,788 shares owned by HFR HE Sphera Global Healthcare Master Trust, or collectively, the Sphera Entities. Each of the Sphera Entities has delegated its investment management authority to Sphera Global Healthcare Management, LP, or the Management Company, and by virtue of such authority, the Management Company may be deemed to be the beneficial owner of the shares held by such entities. Sphera Global Healthcare GP, Ltd. is the general partner of the Management Company and by virtue of such status may be deemed to be the beneficial owner of the shares held by the Sphera Entities. Moshe Arkin and Sphera Funds Management Ltd. may be deemed to jointly control the Management Company and each, by virtue of such status, may be deemed the beneficial owner of the shares held by Sphera Entities. The address of Sphera Funds Management Ltd. is 21 Ha'arba'ah Street, Tel Aviv 64739, Israel. |
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(9) | Consists of (i) 614,204 shares held by Laurence Lytton, (ii) 29,525 shares held by AWL Family LLC, (iii) 17,772 shares held by the WWL Trust, and (iv) 16,928 shares held in other related accounts. |
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(10) | Broadfin Capital, LLC is the Investment Manager of Broadfin Healthcare Master Fund, Ltd., or the Master Fund, and by virtue of such status may be deemed to be the beneficial owner of the shares held by the Master Fund. Kevin Kotler is the managing member of Broadfin Capital, LLC, has shared voting and investment power with respect to the shares held by the Master Fund, and therefore may be deemed to be the beneficial owner of the shares held by the Master Fund. The address of Broadfin Capital, LLC is 300 Park Avenue, 25th floor, New York, New York. |
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(11) | Consists of (i) 181,300 shares held by DAFNA Life Science LP, and (ii) 127,158 shares held by DAFNA Life Science Select LP, or collectively, the DAFNA Funds. DAFNA Capital Management, LLC, or DAFNA Capital, is the investment advisor of the DAFNA Funds and by virtue of such status may be deemed to be the beneficial owner of the shares held by them. Each of Nathan Fischel, as the Chief Executive Officer of DAFNA Capital, and Fariba Ghodsian, as the Chief Investment Officer of DAFNA Capital, has voting and investment power with respect to the shares held by the DAFNA |
Funds and therefore may be deemed to be the beneficial owner of the shares held by such entities. The address for DAFNA Capital is 10990 Wilshire Boulevard, Suite 1400, Los Angeles, California.
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(12) | Consists of (i) 59,000 shares held by DAFNA and (ii) 41,000 shares held by DAFNA Select. |
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(13) | Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc., or CVI, has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. Theregistered office address for Heights Capital Management, Inc.Mundipharma AG is 101 California Street, Suite 3250, San Francisco, California.St. Alban-Rheinweg 74, Basel 4020, Switzerland. |
Relationship with Selling Stockholders
Stockholder
As discussed in greater detail above under the section “Prospectus Summary –- Private Placement,” on October 19, 2017,September 3, 2019, we entered into the Purchase Agreement with the selling stockholdersstockholder, pursuant to which we sold and issued to the selling stockholder 4,781,048 shares of our common stock and agreed with the selling stockholder to file a registration statement with the SEC to enable the resale of the shares issued pursuant to the Purchase Agreement.
In addition, on September 3, 2019, we entered into a Collaboration and License Agreement, or the Collaboration Agreement, with Mundipharma Medical Company, an affiliate of the selling stockholder, for a strategic collaboration to develop and commercialize rezafungin in an intravenous formulation for the treatment and prevention of invasive fungal infections. Under the terms of the collaboration agreement, we granted Mundipharma Medical Company an exclusive, royalty-bearing license to develop, register and commercialize rezafungin outside the U.S. and Japan. The total potential transaction value is $568 million, inclusive of the concurrent purchase of our common stock by the selling stockholder pursuant to the Purchase Agreement, an up-front payment, global development funding, and certain development, regulatory, and commercial milestones. To date, we have received $9.0 million from the sale or the shares of our common stock to the selling stockholdersstockholder, and agreed with$30.0 million in up-front payments and $3.7 million in global development funding from Mundipharma Medical Company. We expect to receive an additional $38.7 million in global development funding from Mundipharma Medical Company as we continue to conduct our rezafungin Phase 3 clinical development program.
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Except as discussed above, neither the selling stockholders to file a registration statement to enable the resale of such shares. None of the selling stockholders orstockholder nor any persons having control over such selling stockholders hasstockholder have held any position or office with us or our affiliates within the last three years or has had a material relationship with us or any of our predecessors or affiliates within the past three years, other than as a result of the ownership of our shares of common stock or other securities.
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We are registering the shares of our common stock issued to the selling stockholdersstockholder pursuant to the Purchase Agreement to permit the resale of suchthese shares of common stock by such holdersthe Selling Stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale of the shares by the selling stockholders of the shares of common stock.stockholder. We will bear all fees and expenses incident to our obligation to register such shares of common stock.shares.
EachThe selling stockholder, which may include donees, pledgees, transferees or other successors-in-interest selling the shares of common stock or interests in the shares of common stock received after the date of this prospectus from athe selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of its shares of common stock or interests in the shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at privately negotiated prices.
AThe selling stockholder may use any one or more of the following methods when disposing of the shares or interests therein:
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
to the extent permitted by law, short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
through agreements between broker-dealers and the selling stockholdersstockholder to sell a specified number of such shares at a stipulated price per share;
a combination of any such methods of sale; and
any other method permitted by applicable law.
The selling stockholdersstockholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by themit, and if they defaultthe selling stockholder defaults in the performance of theirits secured obligations, the pledgees or secured parties may offer and sell the shares, of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b) or other applicable provision of the Securities Act amending the list of selling stockholdersstockholder to include the pledgee, transferee or other successors in interest as a selling stockholdersstockholder under this prospectus. The selling stockholdersstockholder also may transfer the shares of common stock in other circumstances, in which case the pledgees, transferees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stockthe shares or interests therein, the selling stockholdersstockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of theshares of our common stock in the course of hedging the positions they assume. The selling stockholdersstockholder may also sell shares of our common stock short and deliver these securitiesshares to close out theirits short positions, or loan or pledge the common stockthese shares to broker-dealers that in turn may sell these securities. The selling stockholdersstockholder may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to each such broker-dealer or other financial institution of the shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling stockholdersstockholder from the sale of the common stockshares offered by themthe selling stockholder will be the purchase price of the common stockshares less discounts or commissions, if any. Each of theThe selling stockholdersstockholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of common stockthe shares to be made directly or through agents. We will not receive any of the proceeds from this offering.
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The selling stockholdersstockholder also may resell all or a portion of the shares in open market transactions, rather than under this prospectus, in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling stockholdersstockholder and any underwriters, broker-dealers or agents that participate in the sale of the common stockshares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who areIf the selling stockholder is an “underwriters” within the meaning of Section 2(11) of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our common stock to be sold, the namesname of the selling stockholders,stockholder, the respective purchase pricesprice and public offering prices,price, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
If underwriters are used in the sale, the shares of common stock will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. In connection with any such underwritten sale of the shares, of common stock, underwriters may receive compensation from the selling stockholders,stockholder, for whom they may act as agents, in the form of discounts, concessions or commissions. If the selling stockholders usestockholder uses an underwriter or underwriters to effectuate the sale of the shares, of common stock, we and/or they will execute an underwriting agreement with those underwriters at the time of sale of those shares of common stock.shares. To the extent required by law, the names of the underwriters will be set forth in a prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes the prospectus supplement and the accompanying prospectus used by the underwriters to sell those securities.shares. The obligations of the underwriters to purchase those shares of common stock will be subject to certain conditions precedent, and unless otherwise specified in a prospectus supplement, the underwriters will be obligated to purchase all the shares of common stock offered by such prospectus supplement if any of such shares of common stock are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
We have advised the selling stockholdersstockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholdersstockholder and theirits affiliates. The selling stockholdersstockholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We are required to pay certain fees and expenses incurred by us incident to the registration of the shares of common stock of the selling stockholders.stockholder. We have agreed to indemnify the selling stockholdersstockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, and the selling stockholdersstockholder may be entitled to contribution. We may be indemnified by the selling stockholdersstockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholdersstockholder specifically for use in this prospectus, or we may be entitled to contribution.
We have agreed with the selling stockholdersstockholder to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.
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DESCRIPTION OF COMMON STOCK EXPERTSGeneral
The following description summarizes the most important terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Common Stock,” you should refer to our amended and restated certificate of incorporation, or the Restated Certificate, and amended and restated bylaws, or the Restated Bylaws, which are included as exhibits, and to the applicable provisions of the Delaware General Corporation Law, or the DGCL. Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Our board of directors has the authority, without stockholder approval, except as required by the listing standards of The Nasdaq Stock Market LLC, to issue additional shares of our capital stock. In addition, our board of directors has the authority, without further action by our stockholders, to designate the rights, preferences, privileges, qualifications and restrictions of our preferred stock in one or more series.
Voting Rights
Our common stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election. For most other matters, the approval of a majority of the shares voting at an annual or special meeting of stockholders will be required. Exceptions to this include removing directors for cause and amending our Restated Certificate and Restated Bylaws, each of which will require the approval of the holders of at least 66 2/3% of the voting power of all of our then outstanding common stock.
Dividends and Distributions
Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of outstanding shares of common stock may receive dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds. We have never issued a dividend on shares of our common stock and have no intention to do so in the future.
Liquidation, Dissolution or Winding Up
In the event of our liquidation, dissolution or winding up, the assets legally available for distribution shall be distributed ratably to the holders of shares of common stock and preferred stock, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Other Rights and Preferences
Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that our board of directors may designate and issue in the future.
Anti-Takeover Provisions
Delaware Anti-Takeover Law
We are subject to Section 203 of the DGCL, which generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding
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(a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
on or subsequent to the consummation of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
Section 203 of the DGCL defines a business combination to include:
any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder;
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; and
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
In general, Section 203 of the DGCL defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Provisions
Provisions of the Restated Certificate and the Restated Bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, the Restated Certificate and the Restated Bylaws:
permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
provide that the authorized number of directors may be changed only by resolution adopted by a majority of the authorized number of directors constituting the board of directors;
provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our then outstanding common stock;
provide that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
divide our board of directors into three classes;
require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission;
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice;
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); and
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provide that special meetings of our stockholders may be called only by the chairman of the board, our Chief Executive Officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies).
The amendment of any of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least 66 2/3% of our then outstanding common stock.
The foregoing provisions may make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.
These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.
Choice of Forum
Our Restated Certificate and Restated Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us or any of our directors or officers or other employees arising out of or pursuant to any provision of the DGCL, our Restated Certificate or Restated Bylaws; or (iv) any action asserting a claim against us or any of our directors or officers or other employees governed by the internal affairs doctrine. This choice of forum provision does not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act, or any claim for which the federal courts have exclusive jurisdiction.
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Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our annual reportAnnual Report on Form 10-K for the year ended December 31, 2016,2019, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters, including the validity of the shares of common stock offered pursuant to this registration statement, will be passed upon for us by Cooley LLP, San Diego, California.
WHERE YOU CAN FIND MORE INFORMATION
We must comply with the informational requirementsThis prospectus, which constitutes a part of the Exchange Act,registration statement, does not contain all of the information set forth in the registration statement or the exhibits which are part of the registration statement. For further information with respect to us and the securities offered by this prospectus, we are requiredrefer you to the registration statement and the exhibits filed as part of the registration statement. We file annual, quarterly and current reports, and proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. You may read andobtain a copy of these reports, proxy statements and other informationfilings at no cost by writing us at the Public Reference Room maintained by the SEC at 100 F Street, N.E.following address: Cidara Therapeutics, Inc., Washington, D.C. 20549. You may6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121, Attn: Secretary. We also obtain copies at the prescribed rates from the Public Reference Section of the Securities and Exchange Commission at its principal office in Washington, D.C. You may call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers like us that file electronically with the SEC. You may access the SEC’s web site at http://www.sec.gov. We maintain a website at www.cidara.com. The information contained in, or that can be accessed through, our website is not incorporated by reference herein and is not part of this prospectus.
Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate“incorporate by reference inreference” into this prospectus the information that we file with it. Incorporation by referencethem, which means that we can disclose important information to you by referring you to other documentsthose documents. In accordance with Rule 412 of the Securities Act, any statement contained or incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that are legally considereda statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to beconstitute a part of this prospectus. Later information that we file with the SEC will automatically update and supersede the information in this prospectus, any supplement and the documents listed below. Our SEC file number is 001-36912.
We incorporate by reference the specific documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, as amended, until all of the shares of common stock coveredbelow:
| • | our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 4, 2020; |
| • | the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2019 from our definitive proxy statement on Schedule 14A, filed with the SEC on April 29, 2020; |
| • | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 13, 2020; |
| • | our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on January 10, 2020, January 22, 2020, February 7, 2020, February 13, 2020, April 1, 2020, April 14, 2020 and May 20, 2020; and |
| • | the description of our common stock in our registration statement on Form 8-A filed with the SEC on April 9, 2015, including any amendments or reports filed for the purpose of updating such description. |
We also incorporate by reference into this prospectus are sold:
our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 15, 2017;
our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 filed with the SEC on May 10, 2017, August 9, 2017 and November 8, 2017, respectively;
the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2016, from our definitive proxy statement relating to our 2017 annual meeting of stockholders, which was filed on April 28, 2017;
ourall documents (other than Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 and exhibits filed on February 21, 2017, March 31, 2017, June 23, 2017 and October 20, 2017 (except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto);
the description of our common stock in our registration statement on Form 8-A filed with the SEC on April 9, 2015, including any amendments or reports filed for the purpose of updating such description; and
all documentsform that are related to such items) that are subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 andor 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01prior to the termination of Form 8-K and exhibitsthe offering of the securities made by this prospectus (including documents filed on such forms that are related to such items) after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of suchthe registration statement, provided that all documents “furnished” by the Company to the SEC and not “filed” are not deemed incorporated by reference herein.statement).
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We will furnish without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any document incorporated by reference. Requests should be addressed to Cidara Therapeutics, Inc., 6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121, Attn: Secretary or may be made telephonically at (858) 752-6170.
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus or the accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Item 14.
| Other Expenses of Issuance and Distribution. |
The following is a statement of the estimated expenses to be incurred by us in connection with the registration of the securities under this registration statement, all of which will be borne by us.
|
| | | | |
| | | | | |
| Securities and Exchange Commission Registration Fee | | $ | 3,316 | |
| Legal Fees and Expenses | | $ | 90,000 | |
| Accountants’ Fees and Expenses | | $ | 25,000 | |
| Miscellaneous | | $ | 5,000 | |
| Total | | $ | 123,316 | |
| | | | | |
Securities and Exchange Commission Registration Fee | | | $2,179 |
Legal Fees and Expenses | | | $20,000 |
Accountants’ Fees and Expenses | | | $20,000 |
Miscellaneous | | | $7,821 |
Total | | | $50,000 |
Item 15. Indemnification of Directors and Officers.
Item 15.
| Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a court to award, or a corporation’s board of directors to grant indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation LawDGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, (the “Securities Act”).
or the Securities Act.
As permitted by the Delaware General Corporation Law,DGCL, the registrant’s amended and restated certificate of incorporation contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:
any breach of the director’s duty of loyalty to the registrant or its stockholders;
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
under Section 174 of the Delaware General Corporation Law (regardingDGCL(regarding unlawful dividends and stock purchases); or
any transaction from which the director derived an improper personal benefit.
As permitted by the Delaware General Corporation Law,DGCL, the registrant’s amended and restated bylaws provide that:
the registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law,DGCL, subject to very limited exceptions;
the registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law;
DGCL;
the registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law,DGCL, subject to very limited exceptions; and
the rights conferred in the amended and restated bylaws are not exclusive.
The registrant has entered, and intends to continue to enter, into separate indemnification agreements with its directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the registrant’s amended and restated certificate of incorporation and amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director or executive officer of the registrant regarding which indemnification is sought. The indemnification provisions in the registrant’s amended and restated certificate of incorporation, amended and restated bylaws and the indemnification agreements entered
into or to be entered into between the registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the registrant’s directors and executive officers for liabilities arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The registrant currently carries liability insurance for its directors and officers.
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Item 16. Exhibit Index.
Exhibit
No. | | | Description |
Exhibit
| | Description |
3.1(1) | | |
3.2(1) | | |
4.1(2) | | |
4.2(2) | | |
4.3(3) | | |
5.1 | | |
10.1(4) | | |
23.1 | | |
23.2 | | |
24.1 | | Power of Attorney (included on signature page). |
| |
(1) | Incorporated by reference3.1 to the Registrant’s Current Report on Form 8-K, filed on April 24, 2015. |
| 2015). |
(2) | Incorporated | | Amended and Restated Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on April 24, 2015). |
| | | Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on May 21, 2018). |
4.1 | | | Reference is made to Exhibits 3.1 and 3.2. |
| | | Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-202740), as amended, originally filed on March 13, 2015. |
| 2015). |
(3) | Incorporated | | Form of Warrant to Purchase Common Stock issued to Pacific Western Bank (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on October 3, 2016. |
| 2016). |
(4) | Incorporated | | Form of Common Stock Purchase Warrant for First Private Placement (incorporated by reference to Exhibit 4.1 to the Registrant’sRegistrant's Current Report on Form 8-K, filed on October 20, 2017.May 21, 2018) |
| | | Opinion of Cooley LLP. |
| | | Collaboration and License Agreement, dated September 3, 2019, by and between the Registrant and Mundipharma Medical Company (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed November 8, 2019). |
| | | Stock Purchase Agreement, dated September 3, 2019, by and between the Registrant and Mundipharma AG (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed November 8, 2019). |
| | | Consent of independent registered public accounting firm. |
| | | Consent of Cooley LLP (included in Exhibit 5.1). |
| | | Power of Attorney. |
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
|
| |
(a)(1)
| To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
| | |
| (i)
| to include any prospectus required by Section 10(a)(3) of the Securities Act; |
|
| | |
| (ii)
| to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “SEC”)SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; |
| (iii)
| to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, (the "Exchange Act")or the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
| | |
| (2)
| That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
| | |
| (3)
| To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
| | |
| (4)
| That, for the purpose of determining liability under the Securities Act to any purchaser:purchaser each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement. |
|
| | |
| (i)
| each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii)
| | |
| (ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however,, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
|
| |
(b)
| The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant'sregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
| |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Diego, state of California, on November 13, 2017.June 11, 2020.
|
| | |
| | | |
Cidara Therapeutics, Inc. |
| | | | | | |
By: | | | By: | | | /s/ Jeffrey Stein, Ph.D. |
| | | | | | Jeffrey Stein, Ph.D. |
| | | | | | President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jeffrey Stein and Matthew Onaitis, and each of them, as his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | | | |
Name | | Title | | Date |
| | | | |
/s/ Jeffrey Stein, Ph.D. | | | President and Chief Executive Officer | | November 13, 2017 |
Jeffrey Stein, Ph.D. | |
(Principal Executive Officer) | | | June 11, 2020 |
Jeffrey Stein, Ph.D. | | | | |
| | | | | | |
/s/ Matthew Onaitis, J.D.James Levine | | | Chief Financial Officer General Counsel and Secretary | | November 13, 2017 |
Matthew Onaitis, J.D. | |
(Principal Financial Officer) | | |
| | | | |
/s/ Marc J.S. Wilson | | Vice President, FinanceOfficer and Accounting | | November 13, 2017 |
Marc J.S. Wilson | | (Principal Accounting Officer) | | | June 11, 2020 |
James Levine | | | | |
| | | | | | |
/s/ Scott M. Rocklage, Ph.D.Daniel D. Burgess* | | | Chairman of the Board of Directors | | November 13, 2017 | June 11, 2020 |
Scott M. Rocklage, Ph.D. | | | | |
| | | | |
/s/ Daniel D. Burgess | |
| | | | | | |
/s/ Timothy R. Franson, M.D.* | | | Member of the Board of Directors | | November 13, 2017 | June 11, 2020 |
Daniel D. Burgess | | | | |
| | | | |
/s/ Timothy R. Franson, M.D. | |
| | | | | | |
/s/ David Gollaher, Ph.D.* | | | Member of the Board of Directors | | November 13, 2017 | June 11, 2020 |
Timothy R. Franson, M.D.David Gollaher, Ph.D. | | | | |
| | | | | | |
/s/ Robert J. PerezChrysa Mineo* | | | Member of the Board of Directors | | November 13, 2017 | June 11, 2020 |
Robert J. PerezChrysa Mineo | | | | |
| | | | | | |
/s/ Theodore R. SchroederSchroeder* | | | Member of the Board of Directors | | November 13, 2017 | June 11, 2020 |
Theodore R. Schroeder | | | | |
*
| Pursuant to Power of Attorney |
By: | | | /s/ Jeffrey Stein, Ph.D. | | | |
| | | Jeffrey Stein, Ph.D. | |
| | | Attorney-in-Fact | |
