x | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to § 240.14a-12 |
x | No fee |
¨ | Fee paid previously with preliminary |
¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and | |||||||||||||
On April 4, 2024
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proxy statement.
Important Notice Regarding the Availability of Proxy Materials for athe virtual Special Meeting of Stockholders to be held on December 15, 2022Thursday, April 4, 2024 at 8:00 a.m. Pacific Time, via live webcast at
By Order of the Board of Directors, | ||||||||
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Jeffrey Stein, Ph.D. | ||||||||
President and Chief Executive Officer |
April 4, 2024
The virtual Special Meeting can be accessed by visiting www.virtualshareholder meeting.com/ CDTX2022SMwww.virtualshareholdermeeting.com/CDTX2024SM, where you will be able to listen to the meeting live, submit questions and vote online. You may access the meetingvirtual Special Meeting using the provided link and entering your control number within 15 minutes of the virtual Special Meeting’s scheduled start time.
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You may vote your shares by other means during the webcast of thevirtual Special Meeting. See “How do I vote?” below to vote by phone, through the internet, or by completing, signing and returning your proxy card in advance of the virtual Special Meeting. The proxy card that you received in the mail contains instructions for voting by these methods. If you plan to vote during the virtual Special Meeting, you may still do so even if you have already returned your proxy.
Meeting?
listed above, for a period of 10 days ending the day prior to the virtual Special Meeting.
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What am I voting on?
to•Proposal 1: To approve a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation, to effect, at the discretion of the Board:Company’s Board of Directors: (i) a reverse stock split of the Company’s common stock, whereby each outstanding 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 or 20 shares of common stock would be combined and converted into one share of common stock; and (ii) for reverse splitsat a ratio in the range of 1-for-10 to 1-for-20,1-for-30, inclusive; and (ii) if and only if the reverse stock split is approved and implemented, a reduction in the number of authorized shares of common stock, from 200,000,000at a ratio that is equal to 40,000,000, 36,363,636, 33,333,332, 30,769,230, 28,571,428, 26,666,666, 25,000,000, 23,529,410, 22,222,222, 21,052,630 or 20,000,000 shares, respectively;half of the reverse stock split ratio; and
to adjourn•Proposal 2: To approve the adjournment of the virtual Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal.
virtual Special Meeting?
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•VOTE DURING MEETING: To vote online during the virtual Special Meeting, follow the provided instructions to join the virtual Special Meeting at www.virtualshareholdermeeting.com/CDTX2024SM, starting at 8:00 a.m. Pacific Time on Thursday, April 4, 2024.
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•VOTE BY INTERNET: To vote over the internet, complete an electronic proxy card at www.proxyvote.com. You will be asked to provide the control number from the enclosed proxy card. Your internet vote must be received by 11:59 p.m. Eastern Time on April 3, 2024, to be counted.
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vote by telephone or over the internet as instructed by your broker or bank. To vote online during the virtual Special Meeting, you must obtain a valid proxy fromwill need the control number included on your brokerage firm, bank, dealer or other agent. Follow the instructions from your broker or bank, or contact your broker or bank to request a proxyvoting instruction form.
We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
February 27, 2024.
must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
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What does it mean if I receive more than one set of proxy materials?
•You may submit another properly completed proxy card with a later date.
•You may grant a subsequent proxy by telephone or through the internet. You will be asked to provide the control number from the enclosed proxy card.
•You may send a timely written notice that you are revoking your proxy to Cidara’s Corporate Secretary at 6310 Nancy Ridge Drive, Suite 101, San Diego, CA 92121.
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other agent.
Whatabstentions.
When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on“routine” matters deemed to be non-routineunder applicableNYSE rules, the broker or nominee cannot vote the shares on such matters. These unvoted shares are counted as “broker non-votes.” Broker non-votes will be counted towards the presence of a quorum butthere will not be counted towards the vote total for any proposal.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker bank, dealer or other agent by the deadline provided in the materials you receive from them.
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Approval of
Approval of the Adjournment Proposal will require the affirmative vote of the majority of shares present by remote communication, if applicable,virtual Special Meeting or represented by proxy at the meeting and entitled to vote on the subject matter.matter at the virtual Special Meeting. Because this is a “routine” matter under NYSE rules, there will not be any broker non-votes on this proposal. Abstentions will not be counted in the vote total.
When are stockholder proposals and director nominations due for next year’s annual meeting?
To be considered for inclusion in the Company’s proxy materials for next year’s annual meeting, your proposal must be submitted in writing by January 11, 2023, to the attention of the Corporate Secretary of Cidara Therapeutics, Inc., 6310 Nancy Ridge Drive, Suite 101, San Diego, CA 92121, and comply with all applicable requirements of Rule
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PROPOSAL 1:
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General
•a reverse stock split of the Company’s common stock, whereby each outstanding 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 or 20 sharesat a ratio in the range of common stock would be combined and converted into one share of common stock1-for-10 to 1-for-30, inclusive (each of which is referred to in this proxy statement as a “Reverse Stock Split”; and
for Reverse Stock Splits in the range of 1-for-10 to 1-for-20, implemented, a reduction in the number of authorized shares of common stock, from 200,000,000at a ratio that is equal to 40,000,000, 36,363,636, 33,333,332, 30,769,230, 28,571,428, 26,666,666, 25,000,000, 23,529,410, 22,222,222, 21,052,630 or 20,000,000 shares, respectively.
Amendment No.1 (see Appendix 1) | Amendment No.2 (see Appendix 2) | Amendment No.3 (see Appendix 3) | Amendment No.4 (see Appendix 4) | Amendment No.5 (see Appendix 5) | Amendment No.6 (see Appendix 6) | |||||||||||||||||||
Reverse Stock Split ratio | 10:1 | 11:1 | 12:1 | 13:1 | 14:1 | 15:1 | ||||||||||||||||||
Number of authorized shares of common stock | 40,000,000 | 36,363,636 | 33,333,332 | 30,769,230 | 28,571,428 | 26,666,666 |
Amendment No.7 (see Appendix 7) | Amendment No.8 (see Appendix 8) | Amendment No.9 (see Appendix 9) | Amendment No.10 (see Appendix 10) | Amendment No.11 (see Appendix 11) | ||||||||||||||||
Reverse Stock Split ratio | 16:1 | 17:1 | 18:1 | 19:1 | 20:1 | |||||||||||||||
Number of authorized shares of common stock | 25,000,000 | 23,529,410 | 22,222,222 | 21,052,630 | 20,000,000 |
Amendment No.1 (see Appendix 1) | Amendment No.2 (see Appendix 2) | Amendment No.3 (see Appendix 3) | Amendment No.4 (see Appendix 4) | Amendment No.5 (see Appendix 5) | Amendment No.6 (see Appendix 6) | |||||||||||||||||||||||||||||||||
Reverse Stock Split ratio | 10:1 | 11:1 | 12:1 | 13:1 | 14:1 | 15:1 | ||||||||||||||||||||||||||||||||
Number of authorized shares of common stock | 40,000,000 | 36,363,636 | 33,333,333 | 30,769,230 | 28,571,428 | 26,666,666 | ||||||||||||||||||||||||||||||||
Amendment No.7 (see Appendix 7) | Amendment No.8 (see Appendix 8) | Amendment No.9 (see Appendix 9) | Amendment No.10 (see Appendix 10) | Amendment No.11 (see Appendix 11) | ||||||||||||||||||||||||||||||||||
Reverse Stock Split ratio | 16:1 | 17:1 | 18:1 | 19:1 | 20:1 | |||||||||||||||||||||||||||||||||
Number of authorized shares of common stock | 25,000,000 | 23,529,411 | 22,222,222 | 21,052,631 | 20,000,000 | |||||||||||||||||||||||||||||||||
Amendment No.12 (see Appendix 12) | Amendment No.13 (see Appendix 13) | Amendment No.14 (see Appendix 14) | Amendment No.15 (see Appendix 15) | Amendment No.16 (see Appendix 16) | ||||||||||||||||||||||||||||||||||
Reverse Stock Split ratio | 21:1 | 22:1 | 23:1 | 24:1 | 25:1 | |||||||||||||||||||||||||||||||||
Number of authorized shares of common stock | 19,047,619 | 18,181,818 | 17,391,304 | 16,666,666 | 16,000,000 | |||||||||||||||||||||||||||||||||
Amendment No.17 (see Appendix 17) | Amendment No.18 (see Appendix 18) | Amendment No.19 (see Appendix 19) | Amendment No.20 (see Appendix 20) | Amendment No.21 (see Appendix 21) | ||||||||||||||||||||||||||||||||||
Reverse Stock Split ratio | 26:1 | 27:1 | 28:1 | 29:1 | 30:1 | |||||||||||||||||||||||||||||||||
Number of authorized shares of common stock | 15,384,615 | 14,814,814 | 14,285,714 | 13,793,103 | 13,333,333 |
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Purposes and Effect of the Reverse Stock Split
On August 30, 2022, we received a notice from Nasdaq stating that because we had not regained compliance withclosed below the Minimum Bid Price Requirement, our common stock would be subject to delisting unless we timely requestedRequirement. As a hearing before aresult of the Nasdaq Hearings Panel (the “Panel”) imposing the previously disclosed Panel Monitor on or before September 6, 2022.
the Company until November 9, 2023 pursuant to the February 9, 2023 Hearings Decision of the Panel, the Company was not eligible for a compliance period and the Staff notified us that this matter served as a basis for delisting the Company’s securities from the Nasdaq Capital Market.
secondary market for our common stock and may impact the ability or willingness of broker-dealers to sell our
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securities which could limit the ability of stockholders to sell their securities in the public market and limit our ability to attract and retain qualified employees or raise additional capital in the future.
Reasons for the Decrease in Authorized Shares
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the authorized common stock are designed to ensure that the Company does not have what some stockholders might view as an unreasonably high number of authorized but unissued shares of common stock.
Board Discretion to Implement the Reverse Split Amendments
•the historical and projected performance of our common stock;
•general economic and other related conditions prevailing in our industry and in the marketplace;
•the projected impact of the Reverse Stock Split ratio on trading liquidity in our common stock and our ability to maintain continued listing on the Nasdaq Capital Market;
•our capitalization (including the number of shares of common stock issued and outstanding);
•the then-prevailing trading price for our common stock and the volume level thereof; and
•the potential devaluation of our market capitalization as a result of the Reverse Stock Split.
Certain Risks Associated with the Reverse Stock Split
•Although we expect that a Reverse Stock Split will result in an increase in the market price of our common stock, we cannot assure you that a Reverse Stock Split, if effected, will increase the market price of our common stock in proportion to the reduction in the number of shares of our common stock outstanding or result in a permanent increase in the market price. The effect that a Reverse Stock Split may have upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in similar circumstances to ours is varied. The market price of our common stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future growth and other factors detailed from time to time in the reports we file with the SEC. Accordingly, the total market capitalization of our common stock after a Reverse Stock Split may be lower than the total market capitalization before a Reverse Stock Split and, in the future, the market price of our common stock following a Reverse Stock Split may not exceed or remain higher than the market price prior to a Reverse Stock Split.
•Even if our stockholders approve a Reverse Stock Split and the Reverse Stock Split is effected, we cannot assure you that we will continue to meet the continued listing requirements of the Nasdaq Capital Market.
•A Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.
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•Although the Board believes that the decrease in the number of shares of common stock outstanding as a consequence of a Reverse Stock Split and the anticipated increase in the market price of common stock could encourage interest in our common stock and possibly promote greater liquidity for stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.
Principal Effects of the Reverse Stock Split
stock.
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November 8, 2022 | 1-for-10 | 1-for-15 | 1-for-20 | |||||||||||||
Number of authorized shares of common stock | 200,000,000 | 40,000,000 | 26,666,667 | 20,000,000 | ||||||||||||
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Number of outstanding shares of common stock | ||||||||||||||||
Number of shares of common stock reserved for conversion of outstanding Series X Convertible Preferred Stock | ||||||||||||||||
Number of shares of common stock reserved for issuance upon exercise of outstanding warrants | ||||||||||||||||
Number of shares of common stock reserved for issuance upon exercise of outstanding stock options and the vesting of outstanding restricted stock units | ||||||||||||||||
Number of shares of common stock reserved for issuance in connection with future awards under our equity compensation plans | ||||||||||||||||
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Total number of outstanding and reserved shares of common stock | ||||||||||||||||
Number of authorized and unreserved shares of common stock not outstanding | ||||||||||||||||
Authorized but unissued and unreserved shares of common stock as a percentage of total authorized shares of common stock |
February 21, 2024 | 1-for-10 | 1-for-15 | 1-for-20 | 1-for-25 | 1-for-30 | |||||||||||||||||||||||||||||||||
Number of authorized shares of common stock | 200,000,000 | 40,000,000 | 26,666,666 | 20,000,000 | 16,000,000 | 13,333,333 | ||||||||||||||||||||||||||||||||
Number of outstanding shares of common stock | 90,618,665 | 9,061,866 | 6,041,244 | 4,530,933 | 3,624,746 | 3,020,622 | ||||||||||||||||||||||||||||||||
Number of shares of common stock reserved for conversion of outstanding Series X Convertible Preferred Stock | 21,044,720 | 2,104,472 | 1,402,981 | 1,052,236 | 841,788 | 701,490 | ||||||||||||||||||||||||||||||||
Number of shares of common stock reserved for issuance upon exercise of outstanding warrants | 17,331 | 1,733 | 1,155 | 866 | 693 | 577 | ||||||||||||||||||||||||||||||||
Number of shares of common stock reserved for issuance upon exercise of outstanding stock options and the vesting of outstanding restricted stock units | 12,668,593 | 1,266,859 | 844,572 | 633,429 | 506,743 | 422,286 | ||||||||||||||||||||||||||||||||
Number of shares of common stock reserved for issuance in connection with future awards under our equity compensation plans | 8,592,443 | 859,244 | 572,829 | 429,622 | 343,697 | 286,414 | ||||||||||||||||||||||||||||||||
Total number of outstanding and reserved shares of common stock | 132,941,752 | 13,294,174 | 8,862,781 | 6,647,086 | 5,317,667 | 4,431,389 | ||||||||||||||||||||||||||||||||
Number of authorized and unreserved shares of common stock not outstanding | 67,058,248 | 26,705,826 | 17,803,885 | 13,352,914 | 10,682,333 | 8,901,944 | ||||||||||||||||||||||||||||||||
Authorized but unissued and unreserved shares of common stock as a percentage of total authorized shares of common stock | 33.53 | % | 66.76 | % | 66.76 | % | 66.76 | % | 66.76 | % | 66.76 | % |
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Accounting Matters
Mechanics of the Reverse Stock Split
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If a stockholder is entitled to a cash payment in lieu of any fractional share interest, a check will be mailed to the stockholder’s registered address as soon as practicable after the effective date of the Reverse Stock Split. By signing and cashing the check, stockholders will warrant that they owned the shares of common stock for which they received a cash payment. The cash payment is subject to applicable federal and state income tax and state abandoned property laws.
No Dissenters’ or Appraisal Rights
Material
FEDERAL INCOME TAX CONSIDERATIONS
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partnerships or disregarded entities for U.S. federal income tax purposes and persons holding our common stock through such entities); persons who hold our common stock through individual retirement or other tax-deferred accounts; persons who are not U.S. Holders; traders in securities that elect to use the mark-to-market method of accounting; persons whose “functional currency” is not the U.S. dollar; persons holding our common stock in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; persons who acquired our common stock in connection with the exercise of employee stock options or otherwise as compensation; persons who hold our common stock as qualified small business stock within the meaning of Section 1202 of the Code or Section 1244 stock for purposes of Section 1244 of the Code; or persons who acquired their stock in a transaction subject to the gain rollover provisions of Section 1045 of the Code.
•an individual who is a citizen or resident of the United States or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;
•a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
•an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
•a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) are authorized or have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.
EACH STOCKHOLDER SHOULD CONSULT ITS TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH STOCKHOLDER.
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tax effects. As a recapitalization, except as described below with respect to cash received in lieu of fractional shares, a U.S. Holder should not recognize gain or loss as a result of the Reverse Stock Split. A U.S. Holder’s aggregate tax basis in the shares of the common stock received pursuant to the Reverse Stock Split should equal the U.S. Holder’s aggregate tax basis in the shares of the common stock surrendered, and such U.S. Holder’s holding period in the shares of the common stock received should include the holding period of the shares of the common stock surrendered. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of shares of common stock surrendered pursuant to the Reverse Stock Split to shares of common stock received pursuant to the Reverse Stock Split. U.S. Holders holding shares of common stock that were acquired on different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.
Vote Required
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General
Vote Required
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Beneficial Ownership | ||||||||
Beneficial Owner | Number of Shares (#) | Percent of Total (%) | ||||||
Greater than 5% stockholders | ||||||||
Biotechnology Value Fund, L.P. and its affiliates (1) 44 Montgomery Street, 40th Floor San Francisco, CA 94104 | 7,138,734 | 9.99 | % | |||||
Nantahala Capital Management, LLC (2) 130 Main Street, 2nd Floor New Canaan, CT 06840 | 5,270,458 | 7.40 | % | |||||
Mundipharma AG (3) St. Alban-Rheinweg 74 Basel 4020, Switzerland | 4,781,408 | 6.72 | % | |||||
Point72 Asset Management, L.P. and its affiliates (4) 72 Cummings Point Road Stamford, CT 06902 | 4,318,040 | 6.07 | % | |||||
Named Executive Officers and Directors | ||||||||
Jeffrey Stein, Ph.D. (5) | 3,172,367 | 4.33 | % | |||||
Taylor Sandison, M.D., M.P.H. (6) | 571,129 | * | ||||||
Leslie Tari, Ph.D. (7) | 389,154 | * | ||||||
Daniel Burgess (8) | 119,511 | * | ||||||
Theodore R. Schroeder (9) | 116,511 | * | ||||||
Timothy R. Franson, M.D. (10) | 116,685 | * | ||||||
Chrysa Mineo (11) | 77,000 | * | ||||||
David Gollaher, Ph.D. (12) | 66,000 | * | ||||||
Bonnie Bassler, Ph.D. (13) | 39,201 | * | ||||||
Carin Canale-Theakston (14) | 38,889 | * | ||||||
All current executive officers and directors as a group (13 persons) (15) | 5,559,873 | 7.41 | % |
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Beneficial Ownership | ||||||||||||||
Beneficial Owner | Number of Shares (#) | Percent of Total (%) | ||||||||||||
Greater than 5% stockholders | ||||||||||||||
Biotechnology Value Fund, L.P. and its affiliates (1) 44 Montgomery Street, 40th Floor San Francisco, CA 94104 | 9,296,047 | 9.99 | % | |||||||||||
Mundipharma AG (2) St. Alban-Rheinweg 74 Basel 4020, Switzerland | 4,781,408 | 5.28 | % | |||||||||||
Named Executive Officers and Directors | ||||||||||||||
Jeffrey Stein, Ph.D. (3) | 3,842,501 | 4.12 | % | |||||||||||
Taylor Sandison, M.D., M.P.H. (4) | 858,724 | * | ||||||||||||
Shane Ward (5) | 415,818 | * | ||||||||||||
Daniel Burgess (6) | 147,511 | * | ||||||||||||
Timothy R. Franson, M.D. (7) | 144,685 | * | ||||||||||||
Theodore R. Schroeder (8) | 144,511 | * | ||||||||||||
Chrysa Mineo (9) | 105,000 | * | ||||||||||||
David Gollaher, Ph.D. (10) | 94,000 | * | ||||||||||||
Bonnie Bassler, Ph.D. (11) | 80,812 | * | ||||||||||||
Carin Canale-Theakston (12) | 80,500 | * | ||||||||||||
All current executive officers and directors as a group (12 persons) (13) | 7,088,898 | 7.38 | % |
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(5) Includes 69,476 shares of common stock held by Mr. Ward and 346,342 shares of common stock that Mr. Ward has the right to acquire from us within 60 days of February 21, 2024 pursuant to the exercise of stock options and vesting of RSUs, as applicable.
By Order of the Board of Directors, | |||||
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Jeffrey Stein, Ph.D. | |||||
President and Chief Executive Officer |
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Important Notice Regardingof the AvailabilityCompany is Cidara Therapeutics, Inc. The Company’s Certificate of Proxy Materials forIncorporation was originally filed with the Special Meeting:Secretary of State of the State of Delaware on December 6, 2012, under the name of K2 Therapeutics, Inc.
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