Cidara Therapeutics (CDTX) CMO exits stake in Merck cash merger deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cidara Therapeutics, Inc. Chief Medical Officer Nicole Negar Davarpanah reported the cash-out of her equity holdings in connection with the company’s merger with Merck Sharp & Dohme LLC. On January 7, 2026, a Merck subsidiary completed a tender offer and subsequent merger, making Cidara a wholly owned Merck subsidiary.
Under the Merger Agreement, each Cidara common share was exchanged for $221.50 per share in cash, and each Series A preferred share for $15,505.00 per share in cash, both without interest and subject to tax withholding. The filing shows dispositions of common stock at $221.50 per share, and the cancellation of restricted stock units and employee stock options in exchange for cash based on the $221.50 common share value, less any applicable option exercise prices. Following these transactions, the reporting person no longer holds Cidara common stock or options.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Davarpanah Nicole Negar
Role
Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 11,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 5,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 62,597 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 30,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 20,000 | $0.00 | -- |
| Disposition | Common Stock | 12,553 | $221.50 | $2.78M |
| Disposition | Common Stock | 8,333 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 8,333 shares (Direct)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 13, 2025, by and among Cidara Therapeutics, Inc. (the "Issuer"), Merck Sharp & Dohme LLC ("Merck") and Caymus Purchaser, Inc., a wholly owned subsidiary of Merck ("Purchaser"), on January 7, 2026, Purchaser completed a tender offer to acquire (i) all outstanding shares of common stock of the Issuer, par value $0.0001 per share (each, a "Common Share") and (ii) all outstanding shares of Series A Convertible Voting Preferred Stock of the Issuer, par value $0.0001 per share (each, a "Series A Share"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Merck (the "Merger"). [continues to Footnote 2] [continues from Footnote 1] Pursuant to the terms of the Merger Agreement, Common Shares and Series A Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive (i) $221.50 per Common Share (the "Common Share Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes, and (ii) $15,505.00 per Series A Share (the "Series A Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes. [continues to Footnote 3] [continues from Footnote 2] At the effective time of the Merger, each issued and outstanding Common Share and Series A Share (other than Common Shares (a) held by the Issuer (or in the Issuer's treasury), Merck, Purchaser, any other direct or indirect wholly owned subsidiary of Merck or the Issuer, or by stockholders of the Issuer who have properly exercised and perfected their statutory rights of appraisal, or (b) irrevocably accepted for purchase in the tender offer) was automatically canceled and converted into the right to receive the Common Share Merger Consideration and the Series A Merger Consideration, respectively, without interest and subject to any applicable withholding of taxes. As of immediately prior to and contingent upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU"), whether vested or unvested, was cancelled and converted into the right to receive cash, without interest, subject to any applicable withholding of taxes, in an amount equal to (i) the total number of Common Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (ii) $221.50 per Common Share. As of immediately prior to and contingent upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option became fully vested and exercisable, and to the extent outstanding and unexercised as of immediately before the effective time of the Merger, was cancelled at the effective time of the Merger and converted into the right to receive cash, without interest, subject to any applicable withholding of taxes, in an amount equal to the product of (i) the total number of Common Shares subject to such option immediately prior to the effective time of the Merger multiplied by (ii) the excess of (x) $221.50 per Common Share over (y) the exercise price payable per Common Share under such option.
FAQ
What did Cidara Therapeutics (CDTX) disclose in this Form 4?
The filing shows that Chief Medical Officer Nicole Negar Davarpanah disposed of all her Cidara common stock and employee stock options in cash transactions tied to Cidara’s merger with Merck Sharp & Dohme LLC.
How were the Cidara (CDTX) Chief Medical Officer’s stock options treated in the merger?
Each outstanding employee stock option became fully vested and was then cancelled at the merger’s effective time and converted into the right to receive cash equal to the number of underlying common shares multiplied by the excess of $221.50 per share over the option’s exercise price.
What happened to Cidara (CDTX) restricted stock units in this transaction?
Each outstanding restricted stock unit was cancelled and converted into the right to receive cash equal to the total number of common shares underlying the award multiplied by $221.50 per share, without interest and subject to tax withholding.
What structural change did Cidara Therapeutics (CDTX) undergo in this transaction?
A Merck subsidiary completed a tender offer for all outstanding Cidara common and Series A preferred shares and then merged into Cidara, with Cidara continuing as the surviving corporation and a wholly owned subsidiary of Merck.