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Cidara Therapeutics, Inc. 8-K Filings

CDTX NASDAQ

Every 8-K that Cidara Therapeutics, Inc. (CDTX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CDTX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CDTX filings page.

Rhea-AI Summary

Cidara Therapeutics, Inc. has completed its sale to Merck Sharp & Dohme LLC via a tender offer and follow-on merger, and will cease to be a publicly traded company. Merck’s subsidiary acquired Cidara shares for $221.50 per common share and $15,505.00 per Series A preferred share, all in cash, without interest and subject to taxes. The offer expired January 6, 2026, with approximately 88.3% of voting power tendered, plus additional shares under guaranteed delivery, satisfying the minimum tender condition and allowing the merger to close without a stockholder vote.

At the effective time, remaining common and Series A shares were converted into the same cash amounts, Cidara’s stock options and restricted stock units were cashed out based on the common share price (underwater options were canceled), and warrants were treated as cashless exercised. Cidara terminated its equity and employee stock purchase plans, became a wholly owned Merck subsidiary, requested delisting of its common stock from Nasdaq, and plans to deregister its shares and suspend SEC reporting. The board and officers were replaced by Merck designees, and Cidara’s charter and bylaws were fully amended and restated.

Rhea-AI Summary

Cidara Therapeutics agreed to be acquired by Merck Sharp & Dohme via an all‑cash tender offer, followed by a merger under DGCL Section 251(h). Merck will commence the offer no later than December 4, 2025 to purchase Cidara common stock at $221.50 per share and Series A preferred at $15,505.00 per share, in cash, without interest and subject to withholding.

The offer is conditioned on more than 50% of outstanding shares (including Series A on an as‑converted basis) being tendered, and on receipt or expiration of required antitrust clearances. There is no financing condition. After the offer, Cidara will merge into a Merck subsidiary and become a wholly owned unit.

At closing, options vest and are cashed out for any in‑the‑money value; RSUs are cashed out at the common offer price; and warrants are deemed cashless exercised per their terms. Support agreements commit certain stockholders to tender and vote in favor. The agreement includes a $300,563,308 termination fee payable by Cidara in specified cases and a $462,405,090 reverse termination fee payable by Merck in certain antitrust‑related or timing scenarios, with an End Date of May 13, 2026.

Rhea-AI Summary

Cidara Therapeutics, Inc. reported that it has released its financial results for the third quarter ended September 30, 2025. The company furnished this update through a press release dated November 6, 2025, which is attached as an exhibit to the report. The filing classifies the information as furnished rather than filed under securities laws, which affects how it is treated for liability and incorporation into other regulatory documents.

Rhea-AI Summary

Cidara Therapeutics entered a BARDA agreement that can total $339.2M, with an initial investment of approximately $58.1M to begin in September 2025 and run through September 2027. The initial funds will support the onshoring of CD388 manufacturing to U.S. contractors, a clinical trial to show comparability of a higher‑concentration formulation and different presentations, additional non‑clinical characterization against pandemic influenza strains, and development of protocols for expanded populations. BARDA may exercise up to nine options covering further clinical and non‑clinical work totaling up to $281.1M; Cidara may owe up to $192.2M in cost share for up to three of those options. The agreement starts on September 30, 2025, initially runs to September 29, 2027, and may extend but not beyond July 3, 2030. Either party may terminate with 60 days' notice; BARDA may terminate for cause. Some termination costs may be reimbursable by BARDA. The instrument is funded under federal contract 75A50125C00017 and supports Cidara's potential BLA path for CD388. Forward‑looking statements are included and subject to stated risks and uncertainties.

Rhea-AI Summary

Cidara Therapeutics (CDTX) disclosed details about a clinical evaluation of CD388, specifying a 450-milligram dose versus placebo and a clearly defined primary endpoint based on laboratory-confirmed influenza, measured fever (≥ 37.2°C/99°F) and combinations of respiratory and systemic symptoms. The filing reiterates standard forward-looking statement language and points investors to the company's Quarterly Report for the period ended June 30, 2025 for additional risk factors.

The report emphasizes that outcomes and cash usage may differ from expectations and that the company does not intend to update forward-looking statements except as required by law. The filing is dated September 24, 2025 and is signed by Jeffrey Stein, Ph.D.

Rhea-AI 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.

Rhea-AI Summary

Cidara Therapeutics (NASDAQ: CDTX) announced the suspension and termination of its ATM (At-The-Market) Prospectus dated May 15, 2025, which was established under the Open Market Sale Agreement with Jefferies LLC on May 8, 2025.

Key details of the announcement:

  • The company will cease all common stock sales under the current Sales Agreement until a new prospectus or prospectus supplement is filed with the SEC
  • The underlying Sales Agreement with Jefferies remains in full force and effect
  • The original Sales Agreement was disclosed in the company's Quarterly Report filed on May 8, 2025

This strategic move suggests potential changes in Cidara's capital raising strategy or market conditions. The termination of the ATM Prospectus could indicate the company is considering alternative financing options or adjusting its capital structure.

Rhea-AI Summary

Cidara Therapeutics (Nasdaq: CDTX) filed an 8-K disclosing positive topline data from its randomized, double-blind, placebo-controlled Phase 2b NAVIGATE study of CD388 for the prevention of seasonal influenza in 18-64-year-old healthy, unvaccinated adults.

The trial’s primary endpoint was met across all three single-dose cohorts, delivering statistically significant prevention efficacy (PE): 57.7% at 150 mg, 61.3% at 300 mg and 76.1% at 450 mg versus a 2.8% infection rate in placebo. All secondary endpoints—including efficacy at ≥37.8 °C and ≥37.2 °C fever thresholds and durability to week 28—also achieved statistical significance. CD388 was well-tolerated; no drug-related serious adverse events or unexpected dose-limiting toxicities were observed, and injection-site reactions were comparable to placebo.

Cidara has requested an End-of-Phase 2 meeting with the FDA to review the data and discuss Phase 3 design and timing. Additional NAVIGATE results will be presented at scientific conferences later in 2025. Management will host a conference call and webcast on 23 June 2025; supporting slides are furnished as Exhibit 99.1.

Rhea-AI 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.