Form 4: RA Capital Exits Cidara Therapeutics Post-Merger

RA Capital Management, L.P. and its affiliates reported the disposition of all their holdings in Cidara Therapeutics, Inc. following its acquisition by Merck.

Summary

• Cidara Therapeutics, Inc. was acquired by Merck Sharp & Dohme LLC, with Caymus Purchaser, Inc. (a Merck subsidiary) completing a tender offer on January 7, 2026.
• Following the tender offer, Cidara Therapeutics, Inc. merged with and into Caymus Purchaser, Inc., becoming a wholly-owned subsidiary of Merck.
• Common Shares of Cidara Therapeutics, Inc. were acquired for $221.50 per share in cash.
• Series A Convertible Voting Preferred Stock was acquired for $15,505.00 per share in cash.
• Pre-Funded Warrants held by RA Capital Management, L.P. were simultaneously cashless exercised at an exercise price of $0.0001 per share.
• Outstanding stock options became fully vested and exercisable, then were cancelled for cash, calculated as the product of the number of shares subject to the option multiplied by the excess of $221.50 over the option's exercise price.
• RA Capital Management, L.P., RA Capital Healthcare Fund LP, Peter Kolchinsky, and Rajeev Shah, who were directors and 10% owners, disposed of all their beneficial ownership in Cidara Therapeutics, Inc. as a result of these transactions.

Sentiment

Score: 9

Explanation: The filing details the successful completion of an acquisition, resulting in a cash exit for the reporting persons, which is a highly positive outcome for investors like RA Capital Management, L.P.

Positives

• RA Capital Management, L.P. and its affiliates successfully exited their investment in Cidara Therapeutics, Inc. through a cash acquisition.
• Shareholders received a defined cash consideration for their Common Shares ($221.50 per share) and Series A Preferred Shares ($15,505.00 per share).

Risks

• All cash considerations for shares, warrants, and options were subject to any applicable withholding of taxes.

Future Outlook

The filing reports a completed acquisition, with Cidara Therapeutics, Inc. now operating as a wholly-owned subsidiary of Merck. There are no forward-looking statements for Cidara as an independent publicly traded entity.

Management Comments

• RA Capital Management, L.P. (the 'Adviser') is the investment manager for RA Capital Healthcare Fund, L.P. (the 'Fund'). The general partner of the Adviser is RA Capital Management GP, LLC (the 'Adviser GP'), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members.
• Each of the Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
• Joshua Resnick is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Industry Context

This transaction reflects a broader trend of consolidation within the biotechnology and pharmaceutical sectors, where larger pharmaceutical companies acquire smaller, innovative biotechs to expand their pipelines and market presence. The acquisition of Cidara by Merck indicates a strategic move by Merck to integrate Cidara's assets and capabilities.

Comparison to Industry Standards

• This filing reports the outcome of a specific corporate acquisition rather than operational or financial performance, making direct comparisons to industry-standard financial metrics or project results less applicable.
• The valuation of the acquisition ($221.50 per common share and $15,505.00 per Series A preferred share) would typically be assessed against comparable M&A transactions in the biotech sector, considering factors such as pipeline stage, therapeutic area, and market potential, but such an assessment is beyond the scope of this Form 4 filing.

Related Party Transactions

• RA Capital Management, L.P. is the investment manager for RA Capital Healthcare Fund, L.P.
• Peter Kolchinsky and Rajeev Shah are managing members of RA Capital Management GP, LLC, the general partner of RA Capital Management, L.P.
• Joshua Resnick, a Partner of RA Capital Management, L.P. and a director of Cidara, held stock options for the benefit of RA Capital Healthcare Fund, L.P., with an obligation to turn over net proceeds to the Adviser to offset advisory fees.

Stakeholder Impact

• Shareholders of Cidara Therapeutics, Inc. received cash consideration for their shares, providing a liquidity event.
• Employees of Cidara Therapeutics, Inc. are now part of the Merck organization.
• RA Capital Management, L.P. and its affiliates have realized their investment in Cidara Therapeutics, Inc.

Next Steps

• Cidara Therapeutics, Inc. will continue operations as a wholly-owned subsidiary of Merck Sharp & Dohme LLC.
• RA Capital Management, L.P. and its affiliates have completed their exit from Cidara Therapeutics, Inc. and will no longer have beneficial ownership.

Key Dates

Keywords

Cidara Therapeutics, CDTX, RA Capital Management, Merck, Merger, Tender Offer, Acquisition, Beneficial Ownership, Form 4, Healthcare, Biotechnology