Item 8.01 Other Events.
On October 7, 2021, Cidara Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Common Underwriting Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as representative of the several underwriters listed in Schedule A thereto (the “Underwriters”), to issue and sell to the Underwriters 14,838,706 shares of common stock of the Company (the “Common Shares”) and an underwriting agreement (together with the Common Underwriting Agreement, the “Underwriting Agreements”) with Cantor, as representative of the several Underwriters, to issue and sell to the Underwriters 774,194 shares of Series X convertible preferred stock of the Company (the “Series X Preferred Shares” and together with the Common Shares, the “Shares”) in separate and concurrent underwritten public offerings (collectively, the “Offerings”) pursuant to a Registration Statement on Form S-3 (File No. 333-228268) and a related prospectus and prospectus supplements, in each case filed with the Securities and Exchange Commission (the “SEC”). The offering price to the public is $1.55 per Common Share and $15.50 per Series X Preferred Share. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days, up to an additional 2,225,805 shares of common stock (the “Option Shares”). The Company estimates that the gross proceeds from the Offerings will be approximately $35.0 million, before deducting underwriting discounts and commissions and estimated offering expenses. The Offerings are scheduled to close on October 13, 2021.
The Underwriting Agreements contain customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. Copies of the Underwriting Agreements are filed as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K. The foregoing description of the Underwriting Agreements is qualified in its entirety by reference to such exhibits. A copy of the legal opinion of Cooley LLP as to the legality of the Shares (including the Option Shares) to be issued and sold in the Offerings is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On October 8, 2021, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1.
Forward-Looking Statements
Certain statements contained in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include, without limitation, statements about the Company’s expectations with respect to the completion of the Offerings and the expected gross proceeds from the Offerings. Words such as “will”, “expect”, “may,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the Offerings and the COVID-19 global pandemic. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s filings with the SEC, including in the section captioned “Risk Factors” in the Company’s most recent quarterly report on Form 10-Q and subsequent filings thereafter, and the prospectus supplements relating to the Offerings. These forward-looking statements represent the Company’s judgment as of the time of this report. The Company disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated October 7, 2021, by and between Cidara Therapeutics, Inc. and Cantor Fitzgerald & Co. (Common Stock) |
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| 1.2 | | Underwriting Agreement, dated October 7, 2021, by and between Cidara Therapeutics, Inc. and Cantor Fitzgerald & Co. (Series X Convertible Preferred Stock) |
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| 5.1 | | Opinion of Cooley LLP |
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| 23.1 | | Consent of Cooley LLP (included in Exhibit 5.1) |
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| 99.1 | | Press Release, dated October 8, 2021 |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
