4//SEC Filing
Stein Jeffrey 4
Accession 0001478831-26-000005
CIK 0001610618other
Filed
Jan 6, 7:00 PM ET
Accepted
Jan 7, 8:16 PM ET
Size
34.1 KB
Accession
0001478831-26-000005
Insider Transaction Report
Form 4
Stein Jeffrey
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2026-01-07$221.50/sh−5,763$1,276,505→ 0 total - Disposition to Issuer
Common Stock
2026-01-07$221.50/sh−2,379$526,949→ 0 total(indirect: By son) - Disposition to Issuer
Common Stock
2026-01-07$221.50/sh−67,498$14,950,807→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−7,949→ 0 totalExercise: $197.80Exp: 2026-03-15→ Common Stock (7,949 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−11,000→ 0 totalExercise: $156.00Exp: 2027-03-30→ Common Stock (11,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−11,749→ 0 totalExercise: $80.00Exp: 2028-03-28→ Common Stock (11,749 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−13,249→ 0 totalExercise: $52.20Exp: 2029-03-20→ Common Stock (13,249 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−16,499→ 0 totalExercise: $39.60Exp: 2030-03-18→ Common Stock (16,499 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−26,249→ 0 totalExercise: $51.00Exp: 2031-03-16→ Common Stock (26,249 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−16,499→ 0 totalExercise: $16.65Exp: 2032-03-30→ Common Stock (16,499 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−27,174→ 0 totalExercise: $20.20Exp: 2033-03-26→ Common Stock (27,174 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−51,999→ 0 totalExercise: $13.70Exp: 2034-03-14→ Common Stock (51,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−560,888→ 0 totalExercise: $10.75Exp: 2034-09-29→ Common Stock (560,888 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2026-01-07−275,000→ 0 totalExercise: $21.54Exp: 2035-03-30→ Common Stock (275,000 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 13, 2025, by and among Cidara Therapeutics, Inc. (the "Issuer"), Merck Sharp & Dohme LLC ("Merck") and Caymus Purchaser, Inc., a wholly owned subsidiary of Merck ("Purchaser"), on January 7, 2026, Purchaser completed a tender offer to acquire (i) all outstanding shares of common stock of the Issuer, par value $0.0001 per share (each, a "Common Share") and (ii) all outstanding shares of Series A Convertible Voting Preferred Stock of the Issuer, par value $0.0001 per share (each, a "Series A Share"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Merck (the "Merger"). [continues to Footnote 2]
- [F2][continues from Footnote 1] Pursuant to the terms of the Merger Agreement, Common Shares and Series A Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive (i) $221.50 per Common Share (the "Common Share Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes, and (ii) $15,505.00 per Series A Share (the "Series A Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes. [continues to Footnote 3]
- [F3][continues from Footnote 2] At the effective time of the Merger, each issued and outstanding Common Share and Series A Share (other than Common Shares (a) held by the Issuer (or in the Issuer's treasury), Merck, Purchaser, any other direct or indirect wholly owned subsidiary of Merck or the Issuer, or by stockholders of the Issuer who have properly exercised and perfected their statutory rights of appraisal, or (b) irrevocably accepted for purchase in the tender offer) was automatically canceled and converted into the right to receive the Common Share Merger Consideration and the Series A Merger Consideration, respectively, without interest and subject to any applicable withholding of taxes.
- [F4]The exercise price and the number of securities reported herein have been adjusted to reflect the 1-for-20 reverse stock split effected by the Issuer on April 24, 2024.
- [F5]As of immediately prior to and contingent upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option became fully vested and exercisable, and to the extent outstanding and unexercised as of immediately before the effective time of the Merger, was cancelled at the effective time of the Merger and converted into the right to receive cash, without interest, subject to any applicable withholding of taxes, in an amount equal to the product of (i) the total number of Common Shares subject to such option immediately prior to the effective time of the Merger multiplied by (ii) the excess of (x) $221.50 per Common Share over (y) the exercise price payable per Common Share under such option.
Documents
Issuer
Cidara Therapeutics, Inc.
CIK 0001610618
Entity typeother
Related Parties
1- filerCIK 0001478831
Filing Metadata
- Form type
- 4
- Filed
- Jan 6, 7:00 PM ET
- Accepted
- Jan 7, 8:16 PM ET
- Size
- 34.1 KB