Cidara Therapeutics, Inc. 8-K

What Happened

• Cidara Therapeutics, Inc. filed an 8-K on Jan 7, 2026 reporting completion of a merger transaction with Merck Sharp & Dohme LLC/Caymus Purchaser, Inc. (Merger Agreement dated Nov 13, 2025). The filing reports a change in control of the company and states that, at the Effective Time, Cidara’s certificate of incorporation and bylaws were amended and restated (Exhibits 3.1 and 3.2).
• The filing also includes (by reference) items reporting termination of a material definitive agreement (Item 1.02), notice regarding potential delisting or failure to satisfy a continued listing standard (Item 3.01), and material modifications to security holders’ rights (Item 3.03). The Merger Agreement (Exhibit 2.1) is incorporated by reference to Cidara’s Schedule 14D-9 filed Dec 5, 2025.

Key Details

• Merger Agreement dated November 13, 2025 (Exhibit 2.1, incorporated by reference to Schedule 14D-9 filed Dec 5, 2025).
• 8-K filed January 7, 2026, reporting completion of the acquisition/disposition of assets and change in control (Items 2.01 and 5.01).
• Amended and restated certificate of incorporation and bylaws filed as Exhibits 3.1 and 3.2 and became effective at the Merger’s Effective Time.
• Item 1.02 notes termination of a material definitive agreement; certain exhibits/schedules were omitted from public filing but will be furnished to the SEC upon request.

Why It Matters

• For investors, this 8-K signals a completed change of control—ownership, governance and the company’s governing documents have been updated, which can affect shareholder rights and how shares are treated under the merger terms.
• The filing references a potential delisting or failure to meet listing standards and material modifications to shareholder rights—shareholders should review the Merger Agreement and the Schedule 14D-9 for the economic terms of the deal, the effect on outstanding shares, and any cash-out or conversion provisions.
• Retail investors should read the cited exhibits (Exhibit 2.1, Exhibits 3.1–3.2) and the Schedule 14D-9 for specifics, and monitor SEC/FDA/stock exchange notices for next steps and any required shareholder actions.