Director Ra Capital Management, L.P. converted options into 703,080 shares (SEC Form 4)
$CDTX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Cidara Therapeutics, Inc. [ CDTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/18/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/19/2024 | C | 703,080 | A | (1) | 703,080 | I | See footnotes(2)(3) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (4) | 07/18/2024(5) | A | 100,000 | (4) | (4) | Common Stock | 7,000,000 | $1,000 | 100,000 | I | See footnotes(2)(3) | |||
| Series A Preferred Stock | (1) | 07/19/2024 | C | 10,044 | (4) | (4) | Common Stock | 703,080 | (4) | 89,956 | I | See footnotes(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to common stock based on the conversion ratio described in footnote 4, for no additional consideration, on July 19, 2024, the first trading day following the Issuer's public announcement of the satisfaction of the Convertibility Conditions (as defined in footnote 5). |
| 2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. |
| 3. Held directly by the Fund. |
| 4. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock equal to the quotient of (A) $1,000, plus all declared and unpaid dividends, divided by (B) the Conversion Price of $14.20 per share of common stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, rounded down to the nearest whole share of common stock, for no additional consideration; except that the holder shall not have the right to convert any portion of the Series A Preferred Stock such that the holder would beneficially own in excess of 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion. The Series A Preferred Stock has no expiration date. |
| 5. The Series A Preferred Stock was originally acquired by the Fund on April 24, 2024. Upon issuance, the Series A Preferred Stock was not convertible into common stock until the Issuer's stockholders approved the issuance of the common stock issuable upon conversion of the Series A Preferred Stock and the related amendment to the Issuer's certificate of incorporation was filed with the Secretary of State of the State of Delaware (the "Convertibility Conditions"). Because of the Convertibility Conditions, the Series A Preferred Stock was not considered a derivative security and was, therefore, not reportable under Section 16 of the Securities Exchange Act, until such conditions were satisfied. The Convertibility Conditions were satisfied on July 18, 2024. |
| Remarks: |
| Dr. Laura Tadvalkar, a Managing Director of the Adviser, serves on the Issuer's board of directors. |
| /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 07/22/2024 | |
| /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. | 07/22/2024 | |
| /s/ Peter Kolchinsky, individually | 07/22/2024 | |
| /s/ Rajeev Shah, individually | 07/22/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||