As filed with the Securities and Exchange Commission on March 6, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CIDARA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 46-1537286 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
6310 Nancy Ridge Drive, Suite 101 San Diego, California | | 92121 |
(Address of Principal Executive Offices) | | (Zip Code) |
Cidara Therapeutics, Inc. 2015 Employee Stock Purchase Plan
Cidara Therapeutics, Inc. 2020 Inducement Incentive Plan, as amended
(Full titles of the plans)
Jeffrey Stein, Ph.D.
President and 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)
Copies to:
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| | |
Charles J. Bair, Esq. Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000 | | Jeffrey Stein, Ph.D. President and Chief Executive Officer Cidara Therapeutics, Inc. 6310 Nancy Ridge Drive, Suite 101 San Diego, California 92121 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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-2 of the Exchange Act.
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| Large accelerated filer | | o | | Accelerated filer | | o |
| Non-accelerated filer | | x | | Smaller reporting company | | x |
| | | | Emerging growth company | | o |
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. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Cidara Therapeutics, Inc. (the “Registrant”) for the purpose of registering (i) an additional 24,516 shares of the Registrant’s Common Stock, par value $0.0001 per share (“Common Stock”), under the Registrant’s 2015 Employee Stock Purchase Plan (the “ESPP”), pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the ESPP, and (ii) an additional 350,000 shares of Common Stock reserved for issuance under the Registrant’s 2020 Inducement Incentive Plan, as amended (the “Inducement Plan”) to employees of the Registrant as an inducement material to entry into employment with the Registrant, in accordance with Nasdaq Listing Rule 5635(c)(4), pursuant to an amendment to the Inducement Plan approved by the Compensation and Human Capital Committee of the Board of Directors of the Registrant on February 12, 2025.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8
This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plans is effective.
The Registrant previously registered shares of its Common Stock for issuance under the ESPP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on April 15, 2015 (File No. 333-203434), March 18, 2016 (File No. 333-210263), March 15, 2017 (File No. 333-216722), November 8, 2018 (File No. 333-228282), May 9, 2019 (File No. 333-231326), March 4, 2020 (File No. 333-236874), February 25, 2021 (File No. 333-253545), March 7, 2022 (File No. 333-263350), March 23, 2023 (File No. 333-270781) and April 23, 2024 (File No. 333-278872).
The Registrant previously registered shares of its Common Stock for issuance under the Inducement Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on February 25, 2021 (File No. 333-253545), August 31, 2021 (File No. 333-259219) and August 13, 2024 (File No. 333-281523).
Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
ITEM 8. EXHIBITS.
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| Exhibit Number | Description |
| 4.1 | |
| 4.2 | |
| 4.3 | |
| 4.4 | |
| 4.5 | |
| 4.6 | |
| 4.7 | |
| 5.1* | |
| 23.1* | |
| 23.2* | |
| 24.1* | |
| 99.1 | |
| 99.2 | |
| 107* | |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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 March 6, 2025.
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| CIDARA THERAPEUTICS, INC. |
| By: | | /s/ Jeffrey Stein, Ph.D. |
| | | Jeffrey Stein, Ph.D. |
| | | President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Stein, Ph.D. and Frank Karbe and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 attorneys-in-fact and agents, or either of them, 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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| /s/ Jeffrey Stein, Ph.D. | | President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer) | | March 6, 2025 |
| Jeffrey Stein, Ph.D. | | | |
| | | | |
/s/ Frank Karbe | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | March 6, 2025 |
| Frank Karbe | | | |
| | | | |
| /s/ Daniel D. Burgess | | Chairman of the Board of Directors | | March 6, 2025 |
| Daniel D. Burgess | | | | |
| | | | |
| /s/ Bonnie Bassler, Ph.D. | | Member of the Board of Directors | | March 6, 2025 |
| Bonnie Bassler, Ph.D. | | | | |
| | | | |
| /s/ Carin Canale-Theakston | | Member of the Board of Directors | | March 6, 2025 |
| Carin Canale-Theakston | | | | |
| | | | |
| /s/ James Merson, Ph.D. | | Member of the Board of Directors | | March 6, 2025 |
| James Merson, Ph.D. | | | | |
| | | | |
| /s/ Chrysa Mineo | | Member of the Board of Directors | | March 6, 2025 |
| Chrysa Mineo | | | | |
| | | | |
| /s/ Josh Resnick, M.D. | | Member of the Board of Directors | | March 6, 2025 |
| Josh Resnick, M.D. | | | | |
| | | | |
| /s/ Theodore R. Schroeder | | Member of the Board of Directors | | March 6, 2025 |
| Theodore R. Schroeder | | | | |
| | | | |
| /s/ Ryan Spencer | | Member of the Board of Directors | | March 6, 2025 |
| Ryan Spencer | | | | |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Cidara Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Table 1 – Newly Registered Securities |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Fees to be Paid | Equity | Cidara Therapeutics, Inc. 2015 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share | Other(3) | 24,516(2) | $19.530(3) | $478,798 | 0.0001531 | $74 |
| Fees to be Paid | Equity | Cidara Therapeutics, Inc. 2020 Inducement Incentive Plan, as amended Common Stock, $0.0001 par value per share | Other(5) | 350,000(4) | $22.977(5) | $8,041,950 | 0.0001531 | $1,232 |
| Total Offering Amounts | | $8,520,748 | | $1,306 |
| Total Fee Offsets | | | | – |
| Net Fee Due | | | | $1,306 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Cidara Therapeutics, Inc. (the “Registrant”) that become issuable under the Cidara Therapeutics, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”) and the Cidara Therapeutics, Inc. 2020 Inducement Incentive Plan, as amended (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.
(2) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the ESPP on January 1, 2025 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on January 1 of each calendar year through 2025, the number of shares authorized for issuance under the ESPP is automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; (b) 24,516 shares; or (c) a lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) that is less than (a) and (b).
(3) This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 27, 2025, as reported on the Nasdaq Capital Market, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP.
(4) Represents an increase in the number of shares of Common Stock reserved for issuance under the Inducement Plan pursuant to an amendment to the Inducement Plan approved by the Compensation and Human Capital Committee of the Board on February 12, 2025.
(5) This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 27, 2025, as reported on the Nasdaq Capital Market.
Charles J. Bair
+1 858 550 6142
cbair@cooley.com
March 6, 2025
Cidara Therapeutics, Inc.
6310 Nancy Ridge Drive, Suite 101
San Diego, California 92121
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Cidara Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering by the Company of up to 374,516 shares (the “Shares”) of its common stock, $0.0001 par value per share (“Common Stock”), consisting of (a) 350,000 shares of Common Stock issuable pursuant to the Company’s 2020 Inducement Incentive Plan, as amended (the “Inducement Plan”), and (b) 24,516 shares of Common Stock issuable pursuant to the Company’s 2015 Employee Stock Purchase Plan (together with the Inducement Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Plans, (c) the Company’s certificate of incorporation, and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 10265 Science Center Drive San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By: /s/ Charles J. Bair
Charles J. Bair
Cooley LLP 10265 Science Center Drive San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2015 Employee Stock Purchase Plan and 2020 Inducement Incentive Plan, as amended, of Cidara Therapeutics, Inc. of our report dated March 6, 2025, with respect to the consolidated financial statements of Cidara Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
March 6, 2025
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