0000905718-19-000983.txt : 20191213 0000905718-19-000983.hdr.sgml : 20191213 20191213143250 ACCESSION NUMBER: 0000905718-19-000983 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191213 DATE AS OF CHANGE: 20191213 SUBJECT COMPANY: 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87950 FILM NUMBER: 191284327 BUSINESS ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 510-293-8800 MAIL ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX, INC. DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX INC DATE OF NAME CHANGE: 19970710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Newtyn Management, LLC CENTRAL INDEX KEY: 0001569241 IRS NUMBER: 453017573 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: SUITE 960 CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-446-2465 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: SUITE 960 CITY: NEW YORK STATE: NY ZIP: 10165 SC 13G 1 cymabay_13gdec512019.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

CYMABAY THERAPEUTICS, INC.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

23257D103

(CUSIP Number)

 

December 5, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[X] Rule 13d-1(b)

[   ] Rule 13d-1(c)

[   ] Rule 13d-1(d)

  

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 
 

 

CUSIP No.  23257D103
(1) Names of Reporting Persons
  Newtyn Management, LLC  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  New York  
Number of Shares Beneficially Owned by Each Reporting Person With:
  (5) Sole Voting Power: 3,698,061*  
  (6) Shared Voting Power: 0    
  (7) Sole Dispositive Power: 3,698,061*  
  (8) Shared Dispositive Power: 0    
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  3,698,061*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  5.4%*  
(12) Type of Reporting Person (See Instructions)
  IA  
               

* Beneficial ownership percentage is based upon 68,701,043 shares of Common Stock, $0.0001 par value per share (“Common Stock”), of CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”), issued and outstanding as of December 5, 2019, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019, filed with the Securities and Exchange Commission on November 5, 2019. Newtyn Management, LLC (the “Reporting Person”) is the investment manager to Newtyn Partners, LP (“NP”) and Newtyn TE Partners, LP (“NTE”). As of December 5, 2019, NP held 2,196,649 shares of Common Stock and NTE held 1,501,412 shares of Common Stock.

 

The Reporting Person, as the investment manager to NP and NTE, possesses the sole power to direct the vote and the sole power to direct the disposition of the 3,698,061 shares of Common Stock held in the aggregate by NP and NTE. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person may be deemed to beneficially own 3,698,061 shares of Common Stock, or 5.4% of the shares of Common Stock deemed to be issued and outstanding as of December 5, 2019.  

 

  


Item 1(a).  Name Of Issuer.  CymaBay Therapeutics, Inc. (the “Company”)
   
Item 1(b).  Address of Issuer’s Principal Executive Offices.
 

7575 Gateway Blvd, Suite 110

Newark, California 94560

 

Item 2(a).  Name of Person Filing.
 

This report on Schedule 13G (this “Schedule 13G”) is being filed by Newtyn Management, LLC, a New York limited liability company and the investment manager to (a) Newtyn Partners, LP (“NP”), which is the holder of 2,196,649 shares of Common Stock, $0.0001 par value per share (“Common Stock”), of the Company reported on this Schedule 13G, and (b) Newtyn TE Partners, LP (“NTE”), which is the holder of 1,501,412 shares of Common Stock of the Company reported on this Schedule 13G.

 

The 3,698,061 shares of Common Stock held in the aggregate by NP and NTE, which constitutes 5.4% of the shares of Common Stock deemed to be issued and outstanding as of December 5, 2019, may be deemed to be beneficially owned indirectly by Newtyn Management, LLC, as the investment manager to NP and NTE.

 

Item 2(b).  Address of Principal Business Office or, if None, Residence.
 

The address for the Reporting Person is 60 East 42nd Street, Suite 960, New York, New York 10165.

 

Item 2(c).  Citizenship.
 

Newtyn Management, LLC is organized under the laws of the State of New York.

 

Item 2(d).  Title of Class of Securities.
   Common Stock, $0.0001 par value per share.
Item 2(e).  CUSIP No.
   23257D103

 

Item 3.  If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
       Not Applicable.    

   

  

Item 4.  Ownership.

  
 

   
  (a)     Amount Beneficially Owned: 3,698,061*    
  (b)    Percent of Class: 5.4%*    
  (c)     Number of Shares as to which such person has:      
  (i)     Sole power to vote or to direct the vote: 3,698,061*  
  (ii)     Shared power to vote or to direct the vote: 0    
  (iii)     Sole power to dispose or to direct the disposition of: 3,698,061*  
  (iv)     Shared power to dispose or to direct the disposition of: 0  
           

 ___________________________________________________________

 *     This Schedule 13G is being filed by Newtyn Management, LLC, a New York limited liability company and the investment manager to (a) NP, which is the holder of 2,196,649 shares of Common Stock of the Company reported on this Schedule 13G, and (b) NTE, which is the holder of 1,501,412 shares of Common Stock of the Company reported on this Schedule 13G.

  

The 3,698,061 shares of Common Stock held in the aggregate by NP and NTE, which constitutes 5.4% of the shares of Common Stock deemed to be issued and outstanding as of December 5, 2019, may deemed to be beneficially owned indirectly by Newtyn Management, LLC, as the investment manager to NP and NTE.

 

The foregoing beneficial ownership percentage is based upon information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019, filed with the Securities and Exchange Commission on November 5, 2019.

  

Item 5.  Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [   ]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.
   Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   Not Applicable.
Item 8.  Identification and Classification of Members of the Group.
   Not Applicable.
Item 9.  Notice of Dissolution of Group.
   Not Applicable.
Item 10.  Certification.
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  December 13, 2019  
     
  NEWTYN MANAGEMENT, LLC  
     
     
  By: /s/ Eugene Dozortsev  
  Name: Eugene Dozortsev  
  Title: Authorized Signatory  

 

  

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)