UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 8, 2018
CymaBay Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36500 | 94-3103561 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7999 Gateway Blvd., Suite 130
Newark, CA 94560
(Address of principal executive offices)
(510)293-8800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☒
| Item 8.01. | Other Events. |
On January 8, 2018, CymaBay Therapeutics, Inc. (“CymaBay”) announced the receipt of a $5 million milestone payment from Kowa Pharmaceuticals America (“Kowa”) for the initiation of a study by Kowa evaluating the pharmacokinetics (PK) of arhalofenate in subjects with renal impairment. The milestone payment was made in connection with CymaBay’s license agreement with Kowa for the development and commercialization of arhalofenate in the U.S.
CymaBay is also filing this Form8-K to refile its PPAR-d License Agreement, dated June 30, 2006, by and between CymaBay Therapeutics, Inc. (formerly Metabolex, Inc.) and Janssen Pharmaceutical NV, originally filed with the SEC on November 14, 2014, as Exhibit 10.1 to CymaBay’s Form10-Q. CymaBay is refiling the PPAR-d License Agreement to include certain information that was previously redacted as confidential information, but has since been disclosed publicly.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description | |
| 10.1* | PPAR-d License Agreement, dated June 30, 2006, by and between CymaBay Therapeutics, Inc. (formerly Metabolex, Inc.) and Janssen Pharmaceutical NV | |
| * | Confidential treatment has been requested for portions of this exhibit. |
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.
| CymaBay Therapeutics, Inc. | ||
| By: | /s/ Paul Quinlan | |
| Name: | Paul Quinlan | |
| Title: | General Counsel | |
Dated: January 12, 2018
