[8-K] Cidara Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Cidara Therapeutics, Inc. (Nasdaq: CDTX) filed an 8-K describing a capital-raising transaction. On 24 June 2025 the company entered into an underwriting agreement with J.P. Morgan, Morgan Stanley, Guggenheim Securities and Cantor Fitzgerald for an underwritten public offering of common stock.

• Base offering: 7,954,546 shares of common stock.
• Public price: $44.00 per share.
• Gross proceeds: ≈ $350 million before fees and expenses.
• Over-allotment option: Underwriters may buy up to 1,193,181 additional shares (30-day option).
• Use of shelf: Shares are being issued under effective Form S-3 (File No. 333-287104).
• Closing date: Expected on or about 26 June 2025, subject to customary conditions.

The underwriting agreement contains standard representations, warranties, indemnities and termination rights. Copies of the agreement (Ex. 1.1), legal opinion (Ex. 5.1/23.1) and the press releases announcing the launch and pricing (Ex. 99.1, 99.2) are incorporated by reference.

Investor considerations: The transaction will strengthen Cidara’s cash position by up to $350 million (excluding any proceeds from the option) but will dilute existing shareholders through the issuance of roughly 8.0 million new shares (up to 9.1 million if the option is fully exercised). The offering has not yet closed; market conditions or failure to satisfy closing conditions could stop the deal.

Positive

• Gross proceeds of approximately $350 million will materially strengthen Cidara’s cash position once the offering closes.
• Over-allotment option could provide up to 15% additional capital on favorable terms.
• No debt incurred; capital structure remains equity-weighted, improving leverage metrics.

Negative

• Dilution risk: issuance of up to 9.1 million new shares will reduce existing shareholders’ percentage ownership and EPS.
• Deal execution risk: offering has not yet closed and is subject to market conditions and customary closing requirements.

Insights

Financial Analyst

TL;DR – $350 m equity raise improves liquidity but introduces shareholder dilution; overall impact balanced.

The announced equity offering represents a sizeable cash infusion relative to Cidara’s historical market capitalization, providing flexibility to fund R&D and potential commercialization without adding debt. Pricing at $44 suggests either strong demand or limited discounting data (no previous share price given in the filing). Because all shares are primary issuance, existing holders face immediate dilution of voting and economic interest—roughly the number of new shares compared with the pre-transaction float will determine magnitude, but the filing does not disclose that baseline. The underwriters’ 30-day option could expand dilution by an additional 15%. Until the transaction closes on 26 June, customary risks—market volatility, regulatory reviews—remain. From a credit and liquidity perspective the raise is positive; from an EPS and ownership standpoint it is dilutive, producing a net neutral impact.

Securities Lawyer

TL;DR – Standard shelf takedown with customary indemnities; no unusual covenants observed.

Legal terms mirror typical high-grade biotech equity offerings: SEC-registered Form S-3 shelf, firm commitment underwriting, 15% green-shoe, standard representations, 180-day lock-up (not specified but customary, exact period not disclosed here). The Cooley LLP opinion (Ex. 5.1) covers validity of issued shares. No novel contingent obligations, pref funding, or change-of-control triggers are introduced. Therefore, the transaction adds no incremental legal risk beyond standard securities liabilities while enhancing the company’s funding runway. Impact on governance is minimal; the board retains full control of proceeds allocation.

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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): June 24, 2025

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:

☐ 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, Par Value $0.0001 Per Share		CDTX		The Nasdaq Stock Market LLC

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 8.01 Other Events.

On June 24, 2025, Cidara Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Guggenheim Securities, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell in an underwritten public offering (the “Offering”) an aggregate of 7,954,546 shares of its common stock, par value $0.0001 per share, at a price to the public of $44.00 per share. The Offering is made pursuant to an effective registration statement on Form S-3 (File No. 333-287104) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “SEC”). The Company also granted the Underwriters an option, exercisable for a period of 30 days, to purchase up to an additional 1,193,181 shares of common stock from the Company (the “Option”). All of the shares of common stock in the Offering are being sold by the Company. The Company estimates that the gross proceeds from the Offering will be approximately $350.0 million, before deducting underwriting discounts and commissions and estimated offering expenses, and assuming no exercise of the Option by the Underwriters. The Offering is scheduled to close on or about June 26, 2025, subject to customary closing conditions.

The Underwriting Agreement contains 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 Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering and related consent is filed as Exhibit 5.1 to this Current Report on Form 8-K.

On June 23, 2025, the Company issued a press release announcing that it had commenced the Offering. On June 24, 2025, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are filed as Exhibits 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively.

Forward-Looking Statements

Statements contained in this report regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the completion, timing and size of the proposed Offering. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with market conditions and the satisfaction of closing conditions related to the Offering and the other risks described in the Company’s filings with the SEC. All forward-looking statements contained in this report speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 24, 2025, by and among Cidara Therapeutics, Inc. and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Guggenheim Securities, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein.
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (included in Exhibit 5.1).
99.1		Press Release, dated June 23, 2025.
99.2		Press Release, dated June 24, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 25, 2025						/s/ Jeffrey Stein, Ph.D.
						Jeffrey Stein, Ph.D.
						President and Chief Executive Officer (Principal Executive Officer)

FAQ

How many shares is Cidara Therapeutics (CDTX) issuing in this offering?

The company is issuing 7,954,546 shares, with an option for underwriters to purchase up to 1,193,181 additional shares.

What price did CDTX set for the new shares?

The shares were priced at $44.00 per share.

How much capital will Cidara raise from the offering?

Gross proceeds are estimated at approximately $350 million, excluding any exercise of the over-allotment option.

When is the equity offering expected to close?

Closing is scheduled for 26 June 2025, subject to customary conditions.

Who are the lead underwriters for the CDTX offering?

J.P. Morgan Securities, Morgan Stanley & Co., Guggenheim Securities and Cantor Fitzgerald are acting as joint book-running managers.