UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2018
Cidara Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36912 | 46-1537286 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
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. ¨
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 6, 2018, upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Cidara Therapeutics, Inc. (the “Company”), the Board approved an increase in its authorized size from six members to seven members and appointed David L. Gollaher, Ph.D., effective as of September 10, 2018, to fill the vacancy created by such increase and serve as a Class I director until the Company’s 2019 annual meeting of stockholders.
Dr. Gollaher will receive compensation for his service as a director in accordance with the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”). The Compensation Policy provides for annual cash compensation of $40,000 for service on the Board, payable in equal quarterly installments and pro-rated based on days served. In addition, pursuant to the Compensation Policy, on September 10, 2018, Dr. Gollaher was granted a stock option to purchase 20,000 shares of the Company’s common stock, with one-third of the shares vesting on the first anniversary of the date of grant and the remaining shares vesting in equal monthly installments over the next two years.
The Company has entered into its standard form of indemnification agreement for its directors and executive officers with Dr. Gollaher.
There is no arrangement or understanding between Dr. Gollaher and any other person pursuant to which Dr. Gollaher was appointed as a director. Dr. Gollaher is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
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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.
| Cidara Therapeutics, Inc. | |||
| Date: September 12, 2018 | /s/ Jeffrey L. Stein | ||
| Jeffrey L. Stein | |||
President and Chief Executive Officer (Principal Executive Officer) | |||
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