SCHEDULE: RA Capital Exits Cidara Therapeutics Post-Merger

RA Capital Management reports the completion of the tender offer and merger of Cidara Therapeutics, resulting in its delisting from Nasdaq and RA Capital's full divestment.

Summary

• Cidara Therapeutics, Inc. completed its merger, becoming a wholly-owned subsidiary of an unnamed Parent company.
• The tender offer and withdrawal rights expired on January 6, 2026, at 11:59 p.m. Eastern Time.
• A sufficient number of shares were validly tendered and not validly withdrawn, satisfying the minimum tender condition.
• Parent and Purchaser irrevocably accepted all validly tendered shares for payment on January 7, 2026.
• The merger was consummated on January 7, 2026, under Section 251(h) of the Delaware General Corporation Law (DGCL), requiring no stockholder vote.
• Cidara Therapeutics' common stock was deregistered from the SEC and ceased trading on the Nasdaq Stock Market.
• Outstanding Common Shares and Series A Shares were automatically canceled and converted into the right to receive the Common Share Offer Price and Series A Offer Price, respectively.
• Options became fully vested and exercisable, then canceled and converted into cash based on the excess of the Common Share Merger Consideration over the exercise price. Options with an exercise price equal to or greater than the merger consideration were canceled for no consideration.
• Warrants were treated as simultaneously cashless exercised, with resulting Common Shares canceled and converted into the Common Share Offer Price.
• RA Capital Healthcare Fund, L.P. tendered all 3,365,523 Common Shares and 89,956 Series A Shares it held.
• The Fund's Pre-Funded Warrants to purchase up to 1,286,786 Common Shares were cashless exercised for 1,286,785 Common Shares, which were then canceled and converted into the Common Share Offer Price.
• Stock options held by Dr. Resnick for the benefit of RA Capital became fully vested, were canceled, and converted to cash.
• The Reporting Persons ceased to be beneficial owners of more than five percent of Cidara's Common Shares on January 7, 2025.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed corporate action (merger and divestment by a major shareholder). It is neutral in tone, simply stating the outcome of a previously announced transaction without expressing positive or negative sentiment regarding the company's future or the reporting persons' investment strategy beyond the successful exit.

Positives

• RA Capital successfully divested its entire stake in Cidara Therapeutics through the tender offer and merger.
• Shareholders who tendered their shares received cash consideration for their holdings.
• The merger completed as scheduled, indicating a smooth transaction process.

Negatives

• Cidara Therapeutics' common stock was deregistered and delisted, meaning it is no longer publicly traded.
• Public shareholders no longer have an equity interest in Cidara Therapeutics.

Future Outlook

The filing indicates that Cidara Therapeutics, Inc. has become a wholly-owned subsidiary of Parent, its common stock has been deregistered from the SEC, and it has ceased trading on the Nasdaq Stock Market. As such, there is no public future outlook provided for the company.

Industry Context

This filing reflects a common trend in the biotechnology and pharmaceutical sectors where smaller public companies are acquired by larger entities, often through tender offers and subsequent mergers, to integrate promising assets or technologies. Such acquisitions lead to the target company's delisting and privatization, removing it from public market scrutiny and allowing for focused development under new ownership.

Corporate Governance

Stakeholder Impact

• Shareholders (excluding Parent/Purchaser) received cash consideration for their shares, ceasing to be equity holders in Cidara Therapeutics.
• Employees' status is not explicitly detailed, but the company's change in ownership may lead to operational or structural changes.
• Customers and suppliers may experience changes in business relationships or operational priorities under the new ownership, though not explicitly stated.

Next Steps

• No further public actions or milestones are mentioned for Cidara Therapeutics, as it is now a private entity.
• For the Reporting Persons, their divestment is complete.

Key Dates

Keywords

Cidara Therapeutics, RA Capital Management, Merger, Tender Offer, Schedule 13D/A, Beneficial Ownership, Delisting, Deregistration, Biotechnology, Pharmaceuticals, Healthcare Investment