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

Rhea-AI Filing Summary

Cidara Therapeutics, Inc. (Nasdaq: CDTX) filed a Form 8-K detailing the results of its 2025 Annual Meeting held on 18 June 2025.

Shareholders doubled the company’s authorized common stock to 100 million shares by approving a Certificate of Amendment to the Amended & Restated Certificate of Incorporation, effective the same day. This action increases the pool of shares available for future financings, strategic transactions, and employee equity grants but also raises dilution capacity for existing holders.

Investors also expanded the 2024 Equity Incentive Plan by 2.88 million shares, endorsing additional stock-based compensation tools to attract and retain talent. Key plan documents are included as Exhibit 10.1.

Director & governance items: Class I directors Jeffrey Stein, Bonnie Bassler, and Ryan Spencer were re-elected to terms expiring in 2028. Ernst & Young LLP was ratified as auditor for FY-2025. An advisory “say-on-pay” resolution for named executive officer compensation passed with 8.08 million votes in favor versus 2.75 million against.

Voting mechanics: As of the 21 April 2025 record date, 12.55 million common shares and 35,517 Series A preferred shares (2.49 million common equivalent) were entitled to vote. Proposal 2 (share authorization increase) received 13.04 million votes for (≈99.1%), while Proposal 3 (equity plan) passed with 7.79 million votes for (≈72.0%).

Exhibits: 3.1 Certificate of Amendment; 10.1 amended equity plan documents; 104 Inline XBRL cover page file.

Investor takeaway: The filing signals board and shareholder alignment on providing CDTX with significantly greater equity financing flexibility, but it simultaneously heightens potential dilution risk for current shareholders.

Positive

• Doubled authorized share capital gives CDTX flexibility to raise equity for R&D, partnerships or acquisitions without additional shareholder votes.
• Equity incentive plan expansion supports talent retention and alignment with shareholders.
• Auditor ratification and director re-election passed comfortably, indicating general shareholder confidence.

Negative

• Increased dilution risk from potential issuance of up to 50 million additional shares plus 2.88 million new equity-plan shares.
• Equity plan approval margin (≈72%) shows a meaningful minority of shareholders concerned about compensation dilution.

Insights

Corporate Governance Expert

TL;DR: Governance proposals passed smoothly; board gains capital flexibility with shareholder approval.

The near-unanimous approval of the charter amendment and equity plan demonstrates strong shareholder confidence in management. Re-election of all Class I directors without meaningful opposition suggests no immediate governance concerns. The say-on-pay vote (≈75% support) is above the 70% threshold proxy advisers often consider acceptable, limiting compensation risk. From a governance standpoint, the company now possesses authorized share headroom to execute strategic initiatives without additional proxy solicitations—an efficiency benefit for both company and investors.

Equity Analyst

TL;DR: Share authorization doubled—greater dilution capacity outweighs short-term benefits.

The increase to 100 million authorized shares and 2.88 million additional equity-plan shares broaden CDTX’s financing arsenal but materially expand dilution potential relative to the current 12.5 million shares outstanding. If fully utilized, the new authorization represents an 8-fold issuance capacity. While added flexibility could support future capital raises for pipeline development, investors should monitor issuance pace and pricing closely. Support for the equity plan (~72% yes) was weaker than for other proposals, reflecting dilution worries already priced into shares. Overall effect skews negative for near-term valuation, but could be neutral if capital is deployed accretively.

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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 18, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2025, Cidara Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the Cidara Therapeutics, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to, among other things, increase the number of shares of the Company’s common stock (the “Common Stock”) authorized for issuance under the 2024 Plan by 2,880,000 shares (the “Amended 2024 Plan”).

A more detailed summary of the material features of the Amended 2024 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2025. That summary and the foregoing description are qualified in their entirety by reference to the Amended 2024 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of Common Stock from 50,000,000 shares to 100,000,000 shares. The increase in the authorized number of shares of Common Stock was effected pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 18, 2025 and was effective as of such date. The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As of April 21, 2025, the record date for the Annual Meeting, 12,546,698 shares of Common Stock were outstanding and entitled to vote at the Annual Meeting and 35,517 shares of the Company’s Series A Convertible Voting Preferred Stock were outstanding and entitled to vote at the Annual Meeting (resulting in 2,486,190 shares of Common Stock on an as-converted to Common Stock basis). A summary of the matters voted upon by stockholders at the Annual Meeting, as well as the final voting results (reflected on an as-converted to Common Stock basis), with respect to each matter, is set forth below.

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class I Directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:

 

						Votes For						Votes Withheld						Broker Non-Votes
Jeffrey Stein, Ph.D.						10,808,693						24,728						2,327,079
Bonnie Bassler, Ph.D.						8,180,884						2,652,537						2,327,079
Ryan Spencer						10,809,694						23,727						2,327,079

Proposal 2. Approval of an Amendment to our Amended and Restated Certificate of Incorporation, as Amended, to Increase the Number of Authorized Shares of Common Stock

The Company’s stockholders approved the Certificate of Amendment to increase the total number of authorized shares of Common Stock from 50,000,000 shares to 100,000,000 shares. The final voting results are as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
13,042,275						97,601						20,624						—

Proposal 3. Approval of the Amended 2024 Plan

The Company’s stockholders approved the Amended 2024 Plan. The final voting results are as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
7,791,328						3,033,052						9,041						2,327,079

Proposal 4. Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
13,144,234						13,752						2,514						—

Proposal 5. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement for the Annual Meeting. The final voting results are as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
8,077,470						2,745,374						10,577						2,327,079

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation.
10.1						Cidara Therapeutics, Inc. 2024 Equity Incentive Plan, as amended, Form of Grant Notice, Stock Option Agreement and Notice of Exercise, and Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement thereunder.
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 20, 2025									/s/ Jeffrey Stein, Ph.D.
									Jeffrey Stein, Ph.D.
									President and Chief Executive Officer (Principal Executive Officer)

FAQ

Why did Cidara Therapeutics (CDTX) double its authorized common shares?

Shareholders approved a charter amendment to raise the limit from 50 million to 100 million shares, giving the company more flexibility for future equity financing and corporate purposes.

How many additional shares were added to Cidara’s 2024 Equity Incentive Plan?

The plan was increased by 2,880,000 shares of common stock.

What was the voting outcome for the share authorization increase at CDTX?

Proposal 2 passed with 13,042,275 votes for, 97,601 against, and 20,624 abstentions—about 99.1% support.

Did shareholders approve the compensation of CDTX’s named executive officers?

Yes. The advisory say-on-pay resolution received 8,077,470 votes for and 2,745,374 against.

Who will audit Cidara Therapeutics for fiscal year 2025?

Ernst & Young LLP was ratified with 13,144,234 votes for.