0001193125-13-458017.txt : 20131129 0001193125-13-458017.hdr.sgml : 20131128 20131129141553 ACCESSION NUMBER: 0001193125-13-458017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131122 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20131129 DATE AS OF CHANGE: 20131129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CymaBay Therapeutics, Inc. CENTRAL INDEX KEY: 0001042074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943103561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55021 FILM NUMBER: 131249985 BUSINESS ADDRESS: STREET 1: 3876 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 510-293-8800 MAIL ADDRESS: STREET 1: 3876 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 94545 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX, INC. DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX INC DATE OF NAME CHANGE: 19970710 8-K 1 d635089d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2013

 

 

CymaBay Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   000-55021   94-3103561

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3876 Bay Center Place

Hayward Ca 94545

(Address of principal executive offices)

(510) 293-8800

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.02. Unregistered Sales of Equity Securities

On November 22, 2013, CymaBay Therapeutics, Inc. (“CymaBay”) entered into an agreement with two investors to purchase 604,000 shares of common stock, and warrants to purchase 120,800 shares of our common stock. The shares and related warrants were sold for an aggregate offering price of $3.0 million, which sales will occur shortly after our listing of CymaBay’s common stock on the over-the-counter market. The shares and warrants are to be sold to the investors in reliance on Rule 506 of Regulation D, in that all of the investors represented that they were “accredited investors” as that term is defined in Regulation D. Wells Fargo Securities and Trout Capital LLC acted as placement agents with respect to these shares and related warrants issued in the transaction, and will receive an aggregate placement agent commission of $298,980 in cash.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CymaBay Therapeutics, Inc.
By:  

/s/ Sujal Shah

Name:   Sujal Shah
Title:   Acting Chief Financial Officer

Dated: November 27, 2013