8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 24, 2024

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.)

7575 Gateway Blvd., Suite 110

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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock, $0.0001 par value per share

CBAY

Nasdaq Global Select Market

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 ☐

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2024, the Non-Employee Director Compensation Program of CymaBay Therapeutics, Inc. was amended to change the value of equity provided to Directors on an annual basis to an award valued at approximately $250,000 and the value of equity provided to newly hired Directors to an award valued at approximately $400,000. Attached as Exhibit 10.1 is a summary of the revised Non-Employee Director Compensation Program, which became effective on January 1, 2024.

On January 24, 2024, Daniel Menold ceased to be the principal accounting officer of CymaBay and Harish Shantharam became the principal accounting officer in addition to his role as principal financial officer and Chief Financial Officer. Mr. Menold continues to be an employee of CymaBay.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

10.1		Non-Employee Director Compensation Program.

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 26, 2024

CymaBay Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits