Cidara Theraptcs SEC Filings

Adage Capital Management and two principals report a passive 4.97% stake in Cidara Therapeutics (CDTX), holding 1,100,000 shares in shared voting and dispositive power. The filings identify Adage Capital Management, L.P., Robert Atchinson and Phillip Gross as the reporting persons and state the position is held in the ordinary course of business and not to influence control. The percentage is calculated on a pro forma share count of 22,117,550 shares, which combines 12,969,823 outstanding shares as of May 5, 2025 and 9,147,727 shares issued under a June 25, 2025 prospectus after full exercise of the over-allotment.

The report shows 0 sole voting/dispositive power and 1,100,000 shares of shared voting/dispositive power, placing the holding under the 5% reporting threshold for greater-than-5% ownership.

RA Capital Management, its principals Peter Kolchinsky and Rajeev Shah, and RA Capital Healthcare Fund report beneficial ownership of 3,365,523 shares of Cidara Therapeutics common stock, representing 13.3% of 25,358,051 shares outstanding. The Fund also holds Series A preferred stock convertible into up to 6,296,920 common shares and pre-funded warrants exercisable for up to 1,286,786 common shares, but conversion and exercise are limited by contractual Beneficial Ownership Blockers that prevent the Fund from owning more than 9.99% of the common stock and currently prohibit conversion or exercise.

RA Capital is the investment adviser with sole power to vote and dispose of the Fund’s reported securities, and the Fund has delegated those powers and disclaims beneficial ownership for Section 13(d) purposes. No transactions have been reported since the prior amendment; the reported percentage reflects an increase in the issuer’s outstanding shares.

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.