8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 22, 2020

Cidara Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-36912	46-1537286
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

6310 Nancy Ride Drive, Suite 101
San Diego, California 92121
(858) 752-6170
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share	CDTX	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 8.01   Other Events.

On January 22, 2020, Cidara Therapeutics, Inc. (the “Company”), issued a press release announcing the commencement of its previously announced rights offering to certain security holders (the “Rights Offering”). A copy of the press release is filed as Exhibit 99.8 hereto. In connection with the Rights Offering, the Company is filing items included as Exhibits 99.1 through 99.8 to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits to the Company’s Registration Statement on Form S-3 (File No. 333-228268), of which the prospectus supplement dated January 22, 2020 relating to the Rights Offering is a part.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Form of Instructions as to use of Rights Certificates.
99.2	Form of Letter to Stockholders who are Record Holders.
99.3	Form of Letter to Stockholders who are Beneficial Holders.
99.4	Form of Letter to Clients of Stockholders who are Beneficial Holders.
99.5	Beneficial Owner Election.
99.6	Form of Nominee Holder Certification.
99.7	Form of Subscription Rights Certificate.
99.8	Press Release dated January 22, 2020.

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.

	Cidara Therapeutics, Inc.
Date: January 22, 2020	/s/ Jeffrey L. Stein
	Jeffrey L. Stein
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FORM OF INSTRUCTIONS AS TO USE OF
CIDARA THERAPEUTICS, INC.
SUBSCRIPTION RIGHTS CERTIFICATES

CONSULT THE INFORMATION AGENT, YOUR BANK OR YOUR BROKER AS TO ANY QUESTIONS

The following instructions relate to a rights offering (the “Rights Offering”) by Cidara Therapeutics, Inc., a Delaware corporation (the “Company”), to the holders of record (the “Recordholders”) of its common stock, par value $0.0001 per share (the “Common Stock”), Series X Convertible Preferred Stock (“Series X Preferred Stock”) and Common Stock Purchase Warrants issued by the Company on May 21, 2018 (the “Participating Warrants”), as described in the prospectus supplement (and the accompanying prospectus) dated January 22, 2020 (the “Prospectus”).

In the Rights Offering, Recordholders as of 5:00 p.m., New York City time, on January 21, 2020 (the “Record Date”), are receiving at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase up to an aggregate of 11,952,191 shares of Common Stock and up to 1,195,219 shares of Series X Preferred Stock (the “Rights Offering Shares”) pursuant to the Subscription Right (as defined below).

The Rights are evidenced by non-transferable Rights certificates (the “Rights Certificates”). The number of Rights to which you are entitled is printed on the face of your Rights Certificate.

The Rights will expire if not exercised prior to 5:00 p.m., New York City time, on February 10, 2020, unless extended by the Company (the “Expiration Time”).

Each Recordholder will receive 0.2297 Rights for each share of Common Stock owned of record as of 5:00 p.m., New York City time, on the Record Date (including shares of common stock issuable upon conversion of the Company’s outstanding shares of Series X Preferred Stock and exercise of the Participating Warrants). The total number of Rights issued to each Recordholder will be rounded down to the nearest whole number. Each whole Right allows the holder thereof to subscribe for one share of Common Stock at the cash price of $2.51 per share (the “Subscription Price”) (or the number of shares of Series X preferred stock which may be converted into that number of shares of Common Stock) (the “Subscription Right”). Any holder of greater than 9.99% of the outstanding number of shares of the Common Stock may elect to instead purchase non-voting Series X Preferred Stock at a purchase price of $25.10 per share, and any such holder so electing would have a right to purchase one tenth of a share of Series X Preferred Stock for each share of Common Stock it had a right to purchase in the Rights Offering.

Each holder of Rights will be required to submit payment in full to American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) for all the Rights Offering Shares such holder of Rights wishes to buy pursuant to the exercise of its Subscription Right, which must be received by the Subscription Agent prior to the Expiration Time.

The Company will not be required to issue Rights Offering Shares to you if the Subscription Agent does not receive your payment (whether delivered directly if you are a Recordholder or indirectly through your broker, dealer, custodian bank or other nominee if you are a beneficial owner but not a Recordholder) prior to the Expiration Time, regardless of when you send the subscription payment and related documents. The Company may extend the Expiration Time by giving oral or written notice to the Subscription Agent prior to the Expiration Time. If the Company elects to extend the Expiration Time, it will issue a press release announcing such extension.

YOUR RIGHTS CERTIFICATE AND SUBSCRIPTION PRICE PAYMENT FOR EACH RIGHT THAT IS EXERCISED PURSUANT TO THE SUBSCRIPTION RIGHT, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, PRIOR TO THE EXPIRATION TIME.

ONCE A HOLDER OF RIGHTS HAS EXERCISED ITS SUBSCRIPTION RIGHT, SUCH EXERCISE MAY NOT BE REVOKED.

RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION TIME OF THE RIGHTS OFFERING WILL EXPIRE AND WILL BE OF NO VALUE.

1. Method of Subscription – Exercise of Rights.

To exercise Rights, complete your Rights Certificate and send the properly completed and executed Rights Certificate evidencing such Rights with any signatures required to be guaranteed so guaranteed, together with payment in full of the Subscription Price for each Rights Offering Share subscribed for pursuant to the Subscription Right, to the Subscription Agent, prior to the Expiration Time. Payment of the Subscription Price will be held in a segregated account to be maintained by the Subscription Agent.

All payments must be made in U.S. dollars for the full number of Rights Offering Shares being subscribed for by:

(a) wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering as follows (the “Subscription Account”):

JPMorgan Chase Bank
55 Water Street, New York, New York 10005
ABA #021000021
Account # 530-354616
American Stock Transfer FBO Cidara Therapeutics, Inc., with reference to the rights holder’s name

Any wire transfer should clearly indicate the identity of the subscriber who is paying the Subscription Price by wire transfer.

(b) personal check, U.S. postal money order or bank draft payable to “American Stock Transfer & Trust Company, LLC (acting as subscription agent for Cidara Therapeutics, Inc.)”.

Payments will be deemed to have been received upon (i) clearance of any uncertified check, (ii) receipt by the Subscription Agent of any bank draft drawn upon a U.S. bank or (iii) receipt of wire transfers of immediately available funds in the Subscription Account designated above.

If paying by uncertified personal check, please note that the funds paid thereby may take five or more business days to clear. Accordingly, holders of Rights who wish to pay the aggregate Subscription Price by means of uncertified personal check are urged to make payment sufficiently in advance of the Expiration Time to ensure that such payment is received and clears by such date and are urged to consider payment by means of wire transfer of funds.

All Rights Certificates, payments of the subscription price (other than wire transfers) and nominee holder certifications, to the extent applicable to your exercise of Rights, must be delivered by mail, hand or overnight courier to the Subscription Agent as follows:

American Stock Transfer & Trust Company, LLC
6201 15^th Avenue
Brooklyn, NY 11219
Attn: Corporate Actions
(718) 921-8200

With a copy to:

American Stock Transfer & Trust Company, LLC
6201 15^th Avenue
Brooklyn, NY 11219
Attn: General Counsel
(718) 921-8200

Delivery to an address other than the address above does not constitute valid delivery.

If you have any questions, require assistance regarding the method of exercising Rights or require additional copies of relevant documents, please contact the Information Agent, D.F. King & Co., Inc., at 48 Wall Street, New York, NY 10005, or by phone at 800-820-2415, or by email at cidara@dfking.com.

By making arrangements with your bank or broker for the delivery of funds on your behalf, you may also request such bank or broker to exercise the Rights Certificate on your behalf.

Brokers, custodian banks and other nominee holders who exercise the Subscription Right on behalf of beneficial owners of Rights will be required to certify to the Subscription Agent and the Company as to the aggregate number of Rights that have been exercised pursuant to the Subscription Right by each beneficial owner of Rights (including such nominee itself) on whose behalf such nominee holder is acting.

If you do not indicate the number of Rights being exercised, or do not forward full payment of the Subscription Price for all of the Rights you purport to exercise, then you will be deemed to have exercised your Rights with respect to the maximum number of whole Rights that may be exercised with the aggregate amount of Subscription Price you delivered to the Subscription Agent.

If the Company does not apply your full Subscription Price payment to your purchase of Rights Offering Shares, the excess subscription payment received by the Subscription Agent will be returned to you, without interest or penalty, as soon as practicable.

2. Issuance of Rights Offering Shares.

All shares of Common Stock that you purchase in the Rights Offering will be issued in book-entry, or uncertificated, form. All shares of Series X Preferred Stock that you purchase in the Rights Offering will be certificated. When issued, the Rights Offering Shares will be registered in the name of the Recordholder. As soon as practicable after the expiration of the Rights Offering, the Subscription Agent will arrange for the issuance of the Rights Offering Shares allotted to the holders exercising their Subscription Rights in the Rights Offering. Subject to state securities laws and regulations, the Company has the discretion to delay distribution of any Rights Offering Shares you may have elected to purchase by exercise of your Subscription Rights in order to comply with state securities laws.

As soon as practicable after the Expiration Time, any excess subscription payment received by the Subscription Agent will be returned, without interest or penalty.

3. Non-Transferability of Rights.

The Rights are exercisable only by Recordholders, and you may not sell, transfer, assign or otherwise dispose of your Rights to anyone else.

4. Execution.

(a) Execution by Registered Holder. The signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.

(b) Execution by Person Other than Registered Holder. If the Rights Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless the Company, in its sole discretion, dispenses with proof of authority.

(c) Signature Guarantees. If you completed any portion of Form 2 of the Rights Certificate, your signature must be guaranteed by an eligible institution participating in the medallion guarantee program if you specify special delivery instructions.

5. Method of Delivery.

The method of delivery of Rights Certificates and payment of the aggregate Subscription Price to the Subscription Agent will be at the election and risk of the holder of Rights. However, if you elect to exercise your Rights, the Company urges you to consider wire transfer of funds to ensure that the Subscription Agent receives your funds prior to the Expiration Time. If you send an uncertified check, payment will not be deemed to have been received by the Subscription Agent until the check has cleared, but if you send a bank draft drawn upon a U.S. bank or wire transfer funds directly to the Subscription Agent’s account, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such instruments or wire transfer. Any personal check used to pay for Rights Offering Shares must clear the appropriate financial institutions prior to the Expiration Time. The clearinghouse may require five or more business days. Accordingly, holders of Rights that wish to pay the Subscription Price by means of an uncertified personal check are urged to make payment sufficiently in advance of the Expiration Time to ensure such payment is received and clears by such date.

6. Determinations Regarding the Exercise of Your Rights.

The Company will decide, in its sole discretion, all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights. Any such determinations by the Company will be final and binding. The Company, in its sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as the Company may determine. The Company will not be required to make uniform determinations in all cases. The Company may reject the exercise of any of your Rights because of any defect or irregularity.

The Company will not accept any exercise of Rights until all irregularities have been waived by the Company or cured by you within such time as the Company decides, in its sole discretion.

Neither the Company, the Subscription Agent nor the Information Agent will be under any duty to notify you of any defect or irregularity in connection with your submission of Subscription Rights Certificates, and none of them will be liable for failure to notify you of any defect or irregularity. The Company reserves the right to reject your exercise of Rights if the Company determines that your exercise is not in accordance with the terms of the Rights Offering, as set forth in the Prospectus and these Instructions as to Use, or in proper form. The Company will also not accept the exercise of your Rights if the Company’s issuance of Rights Offering Shares to you could be deemed unlawful under applicable law.

EX-99.2

Exhibit 99.2

FORM OF LETTER TO RECORD HOLDERS
CIDARA THERAPEUTICS, INC.

Subscription Rights to Purchase Shares of Common Stock and/or Preferred Stock

January 22, 2020

Dear Cidara Securityholder:

This letter is being distributed by Cidara Therapeutics, Inc. (the “Company”) to all holders of record of (i) shares of its common stock, par value $0.0001 per share (the “Common Stock”), (ii) shares of its Series X Convertible Preferred Stock (the “Series X Preferred Stock”), and (iii) Common Stock Purchase Warrants issued by the Company on May 21, 2018 (the “Participating Warrants”), in each case, as of 5:00 p.m., New York City time, on January 21, 2020 (the “Record Date”), in connection with the distribution of non-transferable subscription rights (the “Rights”) to such holders to subscribe for and purchase up to an aggregate of 11,952,191 shares of Common Stock in a rights offering (the “Rights Offering”) for a cash purchase price of $2.51 per share of Common Stock (the “Common Subscription Price”). Any holder of greater than 9.99% of the outstanding number of shares of the Common Stock may elect to instead purchase non-voting Series X Preferred Stock at a purchase price of $25.10 per share (together with the Common Subscription Price, as applicable, the “Subscription Price”), and any such holder so electing would have a right to purchase one tenth of a share of Series X Preferred Stock for each share of Common Stock it had a right to purchase in the Rights Offering. The Company is offering up to an aggregate of 11,952,191 shares of Common Stock and up to 1,195,219 shares of Series X Preferred Stock in the Rights Offering (the “Shares”). Holders as of the Record Date of the Company’s Series X Preferred Stock and Participating Warrants will have a right to participate in the Rights Offering on an as-converted or as-exercised basis. The Rights and the Shares are described in the prospectus supplement (and the accompanying prospectus), dated January 22, 2020 (the “Prospectus”), covering the offer and sale of the Shares issuable upon the exercise of the Rights.

As described in the Prospectus, you will receive 0.2297 Rights for each share of Common Stock owned of record by you, or issuable upon conversion of the shares of Series X Preferred Stock or exercise of the Participating Warrants, of which you are a record holder as of 5:00 p.m., New York City time, on the Record Date. The Rights are evidenced by a non-transferable certificate (the “Rights Certificate”) registered in your name and will cease to have any value as of 5:00 p.m., New York City time, on February 10, 2020, unless the Rights Offering is extended by the Company (the “Expiration Time”). The total number of Rights issued to you will be rounded down to the nearest whole number and each whole Right will allow you to subscribe for one share of Common Stock at the Subscription Price (or the number of shares of Series X Preferred Stock which may be converted into that number of shares of Common Stock) (the “Subscription Right”).

As further described in the Prospectus, the Company has entered into an Investment Agreement with BVF Partners L.P. (“BVF”) and Stonepine Capital, LP (together with BVF, the “Backstop Parties”), pursuant to which the Backstop Parties have agreed to purchase from the Company any and all Shares not subscribed for in the Rights Offering, in the form of Common Stock or Series X Preferred Stock, as further described in the Prospectus. The Backstop Parties also will have the same right as other security holders to subscribe for and purchase Shares under their Subscription Rights. The Investment Agreement with the Backstop Parties is described in more detail in the Prospectus.

The Rights will expire and be of no value if not exercised prior to the Expiration Time.

You will be required to submit payment in full for all of the Shares you wish to purchase pursuant to the exercise of the Subscription Right prior to the Expiration Time.

As soon as practicable after the Expiration Time, any excess subscription payment received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) from you will be returned to you, without interest or penalty.

Enclosed are copies of the following documents:

1. The Prospectus;

2. A Non-Transferable Subscription Rights Certificate evidencing the Rights for which you are the holder of record;

3. Instructions on how to Exercise the Cidara Therapeutics, Inc. Rights Certificates; and

4. A return envelope addressed to American Stock Transfer & Trust Company, LLC, the Subscription Agent.

Your prompt action is requested. To exercise your Rights, you must promptly deliver the properly completed and signed Subscription Rights Certificate accompanying this letter, with payment of the Subscription Price in full for each Share subscribed pursuant to the Subscription Right to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with full payment of the Subscription Price, including final clearance of any checks, prior to the Expiration Time.

You cannot revoke the exercise of your Rights. Rights not exercised prior to the Expiration Time will expire and be of no value.

Additional copies of the enclosed materials may be obtained from, and any questions or requests for assistance concerning the Rights Offering should be directed to, the Subscription Agent at (718) 921-8200.

Very truly yours,

CIDARA THERAPEUTICS, INC.

EX-99.3

Exhibit 99.3

FORM OF LETTER TO NOMINEES
CIDARA THERAPEUTICS, INC.

Subscription Rights to Purchase Shares of Common Stock and/or Preferred Stock

January 22, 2020

To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with a rights offering (the “Rights Offering”) by Cidara Therapeutics, Inc. (the “Company”) to the holders of record (the “Recordholders”) of its common stock, par value $0.0001 per share (the “Common Stock”), Series X Convertible Preferred Stock (“Series X Preferred Stock”) and Common Stock Purchase Warrants issued by the Company on May 21, 2018 (the “Participating Warrants”), as described in the prospectus supplement (and the accompanying prospectus) dated January 22, 2020 (the “Prospectus”). In the Rights Offering, Recordholders as of 5:00 p.m., New York City time, on January 21, 2020 (the “Record Date”), are receiving, at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase up to an aggregate of 11,952,191 shares of Common Stock (the “Shares”) for a cash purchase price of $2.51 per share of Common Stock (the “Common Subscription Price”) pursuant to the Subscription Right (as defined below). Any holder of greater than 9.99% of the outstanding number of shares of the Common Stock may elect to instead purchase non-voting Series X Preferred Stock at a purchase price of $25.10 per share (together with the Common Subscription Price, as applicable, the “Subscription Price”), and any such holder so electing would have a right to purchase one tenth of a share of Series X Preferred Stock for each share of Common Stock it had a right to purchase in the Rights Offering.

The Rights will expire, if not exercised prior to 5:00 p.m., New York City time, on February 10, 2020, unless extended by the Company (the “Expiration Time”).

As described in the Prospectus, each beneficial owner of shares of Common Stock held through you or your nominee is entitled to 0.2297 Subscription Rights for each share of Common Stock owned of record, or issuable upon conversion of the shares of the Series X Preferred Stock or the exercise of the Participating Warrants owned of record as of the Record Date. The total number of Rights issued will be rounded down to the nearest whole number. Each whole Right will allow the holder thereof to subscribe for one share of Common Stock at the Subscription Price (or the number of shares of Series X Preferred Stock which may be converted into that number of shares of Common Stock) (the “Subscription Right”).

As further described in the Prospectus, the Company has entered into an Investment Agreement with BVF Partners L.P. (“BVF”) and Stonepine Capital, LP (together with BVF, the “Backstop Parties”), pursuant to which the Backstop Parties has agreed to purchase from the Company any and all Shares not subscribed for in the Rights Offering, in the form of Common Stock or Series X Preferred Stock, as further described in the Prospectus. The Backstop Parties also will have the same right as other security holders to subscribe for and purchase Shares under their Subscription Rights. The Investment Agreement with the Backstop Parties is described in more detail in the Prospectus.

The Rights will expire and be of no value, if not exercised prior to the Expiration Time.

Each holder of Rights will be required to submit payment in full for all of the Shares such holder wishes to purchase pursuant to the exercise of the Subscription Right prior to the Expiration Time.

As soon as practicable after the Expiration Time, any excess subscription payment received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) will be returned, without interest or penalty.

The Company is asking persons who hold Shares beneficially and who have received the Rights distributable with respect to those Shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company or the Subscription Agent.

Enclosed are copies of the following documents:

1. The Prospectus;

2. A form of letter which may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or Cede & Co. (including a Beneficial Owner Election Form), with an attached form of instruction;

3. Nominee Holder Certification; and

4. A return envelope addressed to American Stock Transfer & Trust Company, LLC, the Subscription Agent.

Your prompt action is requested. To exercise the Rights, you must promptly deliver the properly completed and signed Nominee Holder Certification accompanying this letter, with payment of the aggregate Subscription Price in full for each Share subscribed pursuant to the Subscription Right to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Nominee Holder Certification with full payment of the Subscription Price, including final clearance of any checks, prior to the Expiration Time.

A holder of Rights cannot revoke the exercise of such holder’s Rights. Rights not exercised prior to the Expiration Time will expire and be of no value.

Additional copies of the enclosed materials may be obtained from D.F. King & Co, Inc., which is serving as the Information Agent. D.F. King Co., Inc. can be reached at 800-820-2415 or cidara@dfking.com in connection with requests for materials or questions or requests for assistance concerning the Rights Offering.

Very truly yours,

CIDARA THERAPEUTICS, INC.

EX-99.4

Exhibit 99.4

FORM OF LETTER TO BENEFICIAL OWNERS
CIDARA THERAPEUTICS, INC.

Subscription Rights to Purchase Shares of Common Stock and/or Preferred Stock

January 22, 2020

Dear Client:

Enclosed for your consideration is a prospectus supplement (and the accompanying prospectus), dated January 22, 2020 (the “Prospectus”), that relates to the offering (the “Rights Offering”) by Cidara Therapeutics, Inc. (the “Company”) of shares of its common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the distribution of non-transferable subscription rights (the “Rights”) to all holders of record of shares of Common Stock, holders of Series X Convertible Preferred Stock (the “Series X Preferred Stock”) and holders of Common Stock Purchase Warrants issued by the Company on May 21, 2018 (the “Participating Warrants” and collectively the “Rights Offering Participants”), as of 5:00 p.m., New York City time, on January 21, 2020 (the “Record Date”). In the Rights Offering, the Company is offering up to an aggregate of 11,952,191 shares of Common Stock and up to 1,195,219 shares of Series X Preferred Stock (the “Shares”) for a cash purchase price of $2.51 per share of Common Stock (the “Common Subscription Price”), pursuant to the Subscription Right (as defined below). Any holder of greater than 9.99% of the outstanding number of shares of the Common Stock may elect to instead purchase non-voting Series X Preferred Stock at a purchase price of $25.10 per share (together with the Common Subscription Price, as applicable, the “Subscription Price”), and any such holder so electing would have a right to purchase one tenth of a share of Series X Preferred Stock for each share of Common Stock it had a right to purchase in the Rights Offering.

As described in the Prospectus, you will receive 0.2297 Rights for each share of Common Stock owned of record by you, or issuable upon conversion of the shares of Series X Preferred Stock or exercise of the Participating Warrants, of which you are a record holder, as of 5:00 p.m., New York City time, on the Record Date. The Rights are evidenced by a non-transferable certificate (the “Rights Certificate”) registered in your name and will cease to have any value as of 5:00 p.m., New York City time, on February 10, 2020, unless extended by the Company (the “Expiration Time”). The total number of Rights issued to each security holder will be rounded down to the nearest whole number and each whole Right will allow you to subscribe for one share of Common Stock at the Subscription Price (or the number of shares of Series X Preferred Stock which may be converted into that number of shares of Common Stock) (the “Subscription Right”).

As further described in the Prospectus, the Company has entered into an Investment Agreement with BVF Partners L.P. (“BVF”) and Stonepine Capital, LP (together with BVF, the “Backstop Parties”), pursuant to which the Backstop Parties have agreed to purchase from the Company any and all Shares not subscribed for in the Rights Offering, in the form of Common Stock or Series X Preferred Stock, as further described in the Prospectus. The Backstop Parties also will have the same right as other security holders to subscribe for and purchase Shares under their Subscription Rights. The Investment Agreement with the Backstop Parties is described in more detail in the Prospectus.

The Rights will expire and be of no value, if not exercised prior to the Expiration Time.

You will be required to submit payment in full for all of the Shares you wish to purchase pursuant to the exercise of the Subscription Right prior to the Expiration Time.

As soon as practicable after the Expiration Time, any excess subscription payment received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) will be returned to you, without interest or penalty.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES AND SALES OF RIGHTS MAY BE MADE ONLY BY US AS YOUR BROKER, DEALER, CUSTODIAN BANK OR OTHER NOMINEE AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to elect to subscribe for any Shares to which you are entitled pursuant to your Subscription Right on the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus carefully before instructing us to exercise your Rights.

If you wish to have us, on your behalf, exercise the Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the Beneficial Owner Election Form enclosed with this letter.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise Rights on your behalf in the Rights Offering. The Rights Offering will expire, and the Rights will not be exercisable and will have no value, at the Expiration Time. Once you have exercised the Subscription Right, such exercise may not be revoked.

Additional copies of the enclosed materials may be obtained from D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, the Information Agent for the Rights Offering. The Information Agent’s telephone number is 800-820-2415 and its email address is cidara@dfking.com. Any questions or requests for assistance concerning the Rights Offering should be directed to the Information Agent at the same number or email address.

Very truly yours,

EX-99.5

Exhibit 99.5

BENEFICIAL OWNER ELECTION FORM

The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable subscription rights (the “Rights”) to subscribe for and to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), of Cidara Therapeutics, Inc. (the “Company”) for a cash purchase price of $2.51 per share. Any holder of greater than 9.99% of the outstanding number of shares of the Common Stock may elect to instead purchase non-voting Series X Convertible Preferred Stock (the “Series X Preferred Stock”) at a purchase price of $25.10 per share, and any such holder so electing would have a right to purchase one tenth of a share of Series X Preferred Stock for each share of Common Stock it had a right to purchase in the Rights Offering, as described in the Prospectus.

With respect to any instructions to exercise (or not to exercise) Rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m., New York City time, on February 7, 2020, the last business day prior to the scheduled expiration date of the rights offering of February 10, 2020 (which may be extended by the Company).

This will instruct you whether to exercise the Rights to purchase shares of Common Stock and/or Series X Preferred Stock distributed with respect to the shares of Common Stock held through you as broker, dealer, custodian bank or other nominee for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the prospectus supplement (and accompanying prospectus) dated January 22, 2020 (the “Prospectus”), and the related “Instructions as to Use of Cidara Therapeutics, Inc. Rights Certificates.”

I (we) hereby instruct you as follows:

(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)

Box 1.  o Please DO NOT EXERCISE RIGHTS.

Box 2.  o Please EXERCISE RIGHTS as set forth below:

	Number of Shares of Common Stock Subscribed For		Subscription Price			Payment
Common Stock Subscription Right		x	$	2.51	=	$

	Number of Shares of non-voting Series X Preferred Stock Subscribed For		Subscription Price			Payment
Series X Preferred Stock Subscription Right (for holders of greater than 9.99% of the outstanding shares of Common Stock):		x	$	25.10	=	$

If you are NOT a holder of greater than 9.99% of the outstanding shares of Common Stock and you apply to purchase shares of Series X Preferred Stock, you will not receive any, but will instead receive an equivalent number of shares of Common Stock (on an as-converted basis) in consideration for the same purchase price.

Box 3.  o Payment in the following amount is enclosed: $                  

Box 4.  o Please deduct payment of $                   from the following account maintained by you as follows:

(The total of Box 3 and Box 4 must equal the Total Payment Required specified above under Box 2.)

Type of Account                    Account No.                   

I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we are) signing this form:

• irrevocably elect to purchase the number of shares of Common Stock indicated above upon the terms and conditions specified in the Prospectus; and

• agree that if I (we) fail to pay for the shares of Common Stock in full I (we) have elected to purchase pursuant to the exercise of the Subscription Right, you may exercise any remedies available to you under law.

Name of beneficial owner(s):

Signature of beneficial owner(s):

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information:

Name:

Capacity:

Address (including Zip Code):

Telephone Number:

EX-99.6

Exhibit 99.6

NOMINEE HOLDER CERTIFICATION
CIDARA THERAPEUTICS, INC.

The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of non-transferable subscription rights (the “Rights”) to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), of Cidara Therapeutics, Inc. (the “Company”), pursuant to the rights offering described and provided for in the Company’s prospectus supplement (and the accompanying prospectus) dated January 22, 2020 (the “Prospectus”), hereby certifies to the American Stock Transfer & Trust Company, LLC, as subscription agent for the rights offering that the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the subscription right (as described in the Prospectus):

	Number of Shares of Common Stock Owned (or issuable upon conversion of the shares of Series X Preferred Stock or exercise of Common Stock Purchase Warrants issued on May 21, 2018) on the Record Date	Rights Exercised Pursuant to Subscription Right
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

[Note: Any holder of greater than 9.99% of the outstanding number of shares of the Common Stock may elect to instead purchase non-voting Series X Preferred Stock at a purchase price of $25.10 per share, and any such holder so electing would have a right to purchase one tenth of a share of Series X Preferred Stock for each share of Common Stock it had a right to purchase in the Rights Offering.]

Provide the following information if applicable:

Depository Trust Company (“DTC”)
Participant Number

[NAME OF NOMINEE]

By:

Name:

Title:

DTC Basic Subscription Confirmation Number(s)

EX-99.7

Exhibit 99.7

 

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

Delivery other than by mail, hand or overnight courier to the address listed below will not constitute valid delivery.

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15^th Avenue
Brooklyn, New York 11219

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

FORM 2-DELIVERY TO DIFFERENT ADDRESS

To subscribe for shares pursuant to your Subscription Right, please complete lines (a) or (b) and sign under Form 3 below.     EXERCISE OF SUBSCRIPTION RIGHT:     (a) I apply for _______ shares x $ 2.51 = $_______          (no. of new shares)    (subscription price)    (amount enclosed)     (b) FOR HOLDERS OF GREATER THAN 9.99% OF THE OUTSTANDING:       NUMBER OF COMMON SHARES     I apply for _______ shares x $ $25.10 = $_______             (no. of new shares)    (subscription price)    (amount enclosed)

Shares of Common Stock will be issued in book entry form. Shares of Series X Preferred Stock will be certificated. If you wish for the Series X Preferred Stock underlying your subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

[NOTE: If you are NOT a holder of greater than 9.99% of the outstanding common shares and you apply to purchase shares of non-voting Series X Preferred Stock, you will not receive any, but will instead receive an equivalent number of shares of common stock (on an as-converted basis) in consideration for the same purchase price.]
   
METHOD OF PAYMENT (CHECK ONE)
   
   o   Check or bank draft payable to “American Stock Transfer & Trust Company, LLC (acting as subscription agent for Cidara Therapeutics, Inc.).”
   
   o   Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354616 American Stock Transfer FBO Cidara Therapeutics, Inc., with reference to the rights holder’s name. FORM 3-SIGNATURE
   
TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted in the previous sentence.
   
Signature(s):                                                                
   
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 4-SIGNATURE GUARANTEE This form must be completed if you have completed any portion of Form 2.     Signature Guaranteed:                                                                                          (Name of Bank or Firm)     By:                                                                                    (Signature of Officer)     IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF CIDARA THERAPEUTICS, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT D.F. KING & CO., INC., 48 WALL STREET, NEW YORK, NY 10005, THE INFORMATION AGENT, AT 800-820-2415.

EX-99.8

Exhibit 99.8

 

CIDARA THERAPEUTICS ANNOUNCES COMMENCEMENT OF RIGHTS OFFERING

SAN DIEGO, Jan. 22, 2020 -- Cidara Therapeutics, Inc. (Nasdaq: CDTX) (“Cidara”) today commenced the previously announced rights offering to raise gross proceeds of approximately $30.0 million (the “Rights Offering”). Under the terms of the Rights Offering, the holders, as of 5:00 p.m., New York time, on January 21, 2020, of Cidara’s common stock and Series X convertible preferred stock, and Cidara’s warrants issued on May 21, 2018, are entitled to purchase up to 11,952,191 shares of common stock in the aggregate at a subscription price equal to $2.51 per share, or under certain circumstances, shares of non-voting Series X convertible preferred stock in lieu of common stock (collectively, the “Offered Shares”), as more fully described in the prospectus supplement, dated January 22, 2020, relating to the Rights Offering.

The Rights Offering will be fully backstopped by BVF Partners L.P. and Stonepine Capital, LP, each of which has agreed to purchase at a minimum, its respective as-converted pro rata share of the offering amount, plus an additional amount of securities that are not subscribed for by other purchasers in the Rights Offering, for a total of up to $30.0 million. Cidara expects to use the proceeds from the Rights Offering for working capital and other general corporate purposes.

Cidara reserves the right to modify, extend, postpone or cancel the Rights Offering at any time prior to the closing of the sale of the Offered Shares in the Rights Offering. Cidara has engaged D.F. King & Co., Inc., to act as information agent with respect to the Rights Offering. For questions regarding the Rights Offering, or to obtain copies of the Rights Offering prospectus supplement and any related materials, please contact D.F. King & Co. at cidara@dfking.com or by telephone at 800-820-2415.

Cidara has filed a shelf registration statement (including a prospectus supplement) with the Securities and Exchange Commission (the “SEC”) (File No. 333-228268). Before you invest, you should read the prospectus supplement and other documents Cidara has filed with the SEC for more complete information about Cidara and the Rights Offering. This announcement shall not constitute an offer to sell, or the solicitation of an offer to exercise the rights and purchase the underlying Offered Shares, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Cidara Therapeutics

Cidara is a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel anti-infectives that have the potential to transform the standard of care and save or improve patients’ lives. Cidara is currently advancing its novel echinocandin antifungal, rezafungin acetate, in a Phase 3 clinical trial for the first-line treatment of candidemia and/or invasive candidiasis (ReSTORE). Cidara is also advancing a second Phase 3 trial of once-weekly rezafungin for prophylaxis against invasive fungal infections in patients undergoing allogeneic blood and marrow transplantation (ReSPECT) initially in Europe and Canada. In addition to its robust rezafungin clinical program, Cidara is applying its proprietary Cloudbreak® platform to develop antiviral conjugates (AVCs) for the prevention and treatment of influenza and other viral diseases. The Cloudbreak platform is designed to discover compounds that both directly kill pathogens and direct a patient’s immune system to attack and eliminate pathogens. Cidara is headquartered in San Diego, California.

Safe Harbor Statement

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results or strategies and are generally preceded by words such as “anticipates,” “expect,” “may,” “plan” or “will”. Forward-looking statements in this release include,

but are not limited to, statements regarding plans, amounts and timing for the Rights Offering, BVF Partners L.P. and Stonepine Capital, LP’s backstop commitment, the anticipated use of proceeds derived therefrom and expectations regarding participation in the Rights Offering. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those projected in the forward-looking statements, including the availability of, and participation in, financing opportunities and the risk that the Rights Offering is not completed. These and other risks are identified in our filings with the SEC, including without limitation Cidara’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and in other filings subsequently made by Cidara with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Cidara does not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

INVESTOR CONTACT:
Brian Ritchie
LifeSci Advisors
(212) 915-2578
britchie@lifesciadvisors.com

MEDIA CONTACT:
Karen O’Shea, Ph.D.
LifeSci Communications
(929) 469-3860
koshea@lifescicomms.com