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| LEI | 549300YT9GNL852E7F84 |
| CIK | 1042074 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CymaBay Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36500 CymaBay Therapeutics, Inc. (Exact name of registrant as specified |
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| March 22, 2024 |
BYLAWS CYMABAY THERAPEUTICS, INC. * * * * * ARTICLE 1 Exhibit 3.2 BYLAWS OF CYMABAY THERAPEUTICS, INC. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from tim |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D10 |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0. |
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| March 22, 2024 |
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): March 22, 2024 CymaBay Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36500 94-3103561 (State or other jurisdiction of incorporation) (Commissi |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 22, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CYMABAY THERAPEUTICS, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYMABAY THERAPEUTICS, INC. FIRST: The name of the Corporation is CymaBay Therapeutics, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at that addr |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D10 |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0. |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 18, 2024 CymaBay Therapeutics, Inc. |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D10 |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0. |
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| March 15, 2024 |
March 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Officer of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Daniel F. Duchovny Re: CymaBay Therapeutics, Inc. Solicitation/Recommendation Statement on Schedule 14D-9 Filed February 23, 2024 File No. 005-87950 Dear Mr. Duchovny CymaBay Therapeutics, Inc., a Delaware cor |
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| March 11, 2024 |
GILEAD SCIENCES ANNOUNCES EXPIRATION OF HART-SCOTT RODINO WAITING PERIOD FOR CYMABAY TENDER OFFER Exhibit (a)(5)(F) CONTACTS: Investors: Jacquie Ross [email protected] Media: Ashleigh Koss [email protected] GILEAD SCIENCES ANNOUNCES EXPIRATION OF HART-SCOTT RODINO WAITING PERIOD FOR CYMABAY TENDER OFFER FOSTER CITY, Calif., March 11, 2024 – Gilead Sciences, Inc. (Nasdaq: GILD) today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D10 |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0. |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D10 |
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| March 7, 2024 |
Exhibit (a)(5)(L) Gilead/CymaBay Integration Planning FAQs Latest Update: March 7, 2024 This document answers frequently asked questions about the integration planning of CymaBay and Gilead. |
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| February 28, 2024 |
Exhibit 10.18 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 6th day of February, 2024, by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”), and CYMABAY THERAPEUTICS, INC., a Delaware corporation (“Tenant”). RECITALS A. WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of November 8 |
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| February 28, 2024 |
List of subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized CymaBay UK, Ltd. United Kingdom CymaBay Ireland, Limited Ireland CymaBay Canada, Ltd. Canada |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0. |
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| February 28, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36500 CYMABAY THERAPEUTICS, INC. (Exact name of |
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| February 28, 2024 |
Incentive Compensation Recoupment Policy Exhibit 97.1 CYMABAY THERAPEUTICS, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY 1. INTRODUCTION The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Po |
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| February 28, 2024 |
Form of RSU Award Grant Notice and RSU Award Agreement under the 2023 Equity Incentive Plan. Exhibit 10.11 CYMABAY THERAPEUTICS, INC. RSU AWARD GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) CymaBay Therapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2023 Equity Incentive Pl |
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| February 28, 2024 |
Exhibit (a)(5)(K) CymaBay Reports Fourth Quarter and Year Ended December 31, 2023 Financial Results and Provides Corporate Update Gilead Sciences, Inc. |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D10 |
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| February 28, 2024 |
Exhibit 10.19 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT CYMABAY TREATS AS PRIVATE OR CONFIDENTIAL. SUBLEASE AGREEMENT OF SUBLEASE (“Sublease”) dated as of the 1st day of December, 2023 (the “Effective Date”), by and between META PLATFORMS, INC., a Delaware corporation having an offi |
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| February 23, 2024 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CYMABAY THERAPEUTICS, INC. |
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| February 23, 2024 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0.0001 Per Share (Ti |
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| February 23, 2024 |
CYMABAY THERAPEUTICS, INC. RSU AWARD GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) EX-99.(E)(12) Exhibit (e)(12) CYMABAY THERAPEUTICS, INC. RSU AWARD GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) CymaBay Therapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2023 Equ |
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| February 23, 2024 |
Form of Letter of Transmittal. Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of CYMABAY THERAPEUTICS, INC. |
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| February 23, 2024 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CYMABAY THERAPEUTICS, INC. |
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| February 23, 2024 |
Offer to Purchase, dated as of February 23, 2024. TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of CymaBay Therapeutics, Inc. |
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| February 23, 2024 |
Form of Notice of Guaranteed Delivery. Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of CYMABAY THERAPEUTICS, INC. |
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| February 23, 2024 |
Form of Summary Advertisement, published February 23, 2024 in Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| February 23, 2024 |
EX-99.(E)(2) Exhibit (e)(2) MUTUAL NON-DISCLOSURE AGREEMENT THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is effective as of December 15, 2022 (the “Effective Date”) between CYMABAY THERAPEUTICS, INC., a Delaware corporation (the “Company”), and GILEAD SCIENCES, INC. (together with its affiliates and subsidiaries, “Gilead”), to protect the confidentiality of, and restrict the use of, cert |
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| February 23, 2024 |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EX-99.(E)(18) Exhibit (e)(18) [ ], 2024 [Participant Name] c/o last address on file with the Company Reference is made to your offer letter with CymaBay Therapeutics, Inc., a Delaware corporation (the “Company” and, such offer letter, the “Offer Letter”). Unless otherwise expressly set forth herein, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them i |
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| February 23, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) CYMABAY THERAPEUTICS, INC. |
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| February 16, 2024 |
Exhibit 99.1 Subject: CymaBay Update and Townhall Next Week Hi Everyone, As this extraordinary week comes to an end, I wanted to connect with you all and provide an update. I know there are many questions about what happens next and while we do not have all the answers yet, you have my continued commitment that I will share what we know as soon as possible. As SMT and I discussed during the town h |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number of |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0.0001 Per Share (Ti |
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| February 14, 2024 |
Email to CymaBay employees by Gilead on February 14, 2024. Exhibit 99.1 To: Group – All CymaBay Employees From: Daniel O’Day, Chairman and CEO of Gilead Date: February 14, 2024 Subject: Message to the CymaBay Team from Daniel O’Day, CEO, Gilead Hello Everyone, I wanted to share a few words on behalf of all of us at Gilead following the announcement earlier this week. We are delighted to have reached the agreement to acquire CymaBay. We have tremendous res |
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| February 14, 2024 |
EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2024 PERCEPTIVE ADVISORS LLC |
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| February 14, 2024 |
CBAY / CymaBay Therapeutics, Inc. / COMMODORE CAPITAL LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu |
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| February 14, 2024 |
CBAY / CymaBay Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 13, 2024 |
CBAY / CymaBay Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Cymabay Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 23257D103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) |
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| February 13, 2024 |
CBAY / CymaBay Therapeutics, Inc. / TCG Crossover GP I, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| February 13, 2024 |
EX-24 Exhibit 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Craig Skaling as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in-Fact”) to: 1. |
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| February 12, 2024 |
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): February 11, 2024 CymaBay Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36500 94-3103561 (State or other jurisdiction of incorporation) (Commi |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number of |
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| February 12, 2024 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: CYMABAY THERAPEUTICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and PACIFIC MERGER SUB, INC., a Delaware corporation Dated as of February 11, 2024 TABLE OF CONTENTS PAGE Article 1 THE OFFER 2 Section 1.01. The Offer 2 Section 1.02. Company Actions 4 Article 2 MERGER TRANSACTION 5 Section 2.0 |
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| February 12, 2024 |
Joint Press Release, dated February 12, 2024. Exhibit 99.1 CONTACTS: Gilead Investors: Jacquie Ross [email protected] Media: Ashleigh Koss [email protected] CymaBay Investors: PJ Kelleher LifeSci Advisors, LLC [email protected] Media: Arran Attridge [email protected] GILEAD SCIENCES EXPANDS LIVER PORTFOLIO WITH ACQUISITION OF CYMABAY THERAPEUTICS - Gilead Adds Seladelpar to Portfolio, a PPARδ Agonist for the |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CYMABAY THERAPEUTICS, INC. (Name of Subject Company (Issuer)) PACIFIC MERGER SUB, INC. a wholly owned subsidiary of GILEAD SCIENCES, INC. (Names of Filing Persons (Offeror)) Common Stock, Par Value $0.0001 Per Share (Ti |
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| February 12, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: CYMABAY THERAPEUTICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and PACIFIC MERGER SUB, INC., a Delaware corporation Dated as of February 11, 2024 TABLE OF CONTENTS PAGE Article 1 THE OFFER 2 Section 1.01. The Offer 2 Section 1.02. Company Actions 4 Article 2 MERGER TRANSACTION 5 Section 2.01. Merger of Purchaser in |
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| February 12, 2024 |
Tweet posted by Gilead on February 12, 2024. Exhibit 99.1 Gilead Tweet (@GileadSciences), February 12, 2024 #GileadNews: We announced today that we're acquiring @CymaBay Therapeutics, reinforcing our long-standing commitment to liver disease. Read the press release and important information: http://gilead.inc/48baEtP Forward-Looking Statements This communication contains forward-looking statements related to Gilead Sciences, Inc. (“Gilead”), |
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| February 12, 2024 |
Exhibit 99.1 Dear Colleagues, This morning, we announced two significant milestones in the history of CymaBay. After very careful consideration the boards of CymaBay and Gilead have reached an agreement for Gilead to acquire CymaBay for $32.50 per share in cash or a total equity value of $4.3 billion. The FDA has also accepted the new drug application (NDA) for seladelpar for priority review and s |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CymaBay Therapeutics, Inc. (Name of Subject Company) CymaBay Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number of |
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| February 12, 2024 |
EX-99.1 Exhibit 99.1 CONTACTS: Gilead Investors: Jacquie Ross [email protected] Media: Ashleigh Koss [email protected] CymaBay Investors: PJ Kelleher LifeSci Advisors, LLC [email protected] Media: Arran Attridge [email protected] GILEAD SCIENCES EXPANDS LIVER PORTFOLIO WITH ACQUISITION OF CYMABAY THERAPEUTICS — Gilead Adds Seladelpar to Portfolio, a PPARd Agonist |
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| February 12, 2024 |
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): FEBRUARY 11, 2024 GILEAD SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 0-19731 94-3047598 (State or other jurisdiction of incorporation) (Commission F |
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| February 12, 2024 |
Investor Relations email sent by Gilead on February 12, 2024. Exhibit 99.3 Good Morning – Gilead just announced (full text at end of email) a definitive agreement to acquire CymaBay Therapeutics for $4.3B ($32.50/share), which, upon closing, will further expand our Liver Disease portfolio to include an investigational, oral PPARδ agonist (seladelpar) for the treatment of primary biliary cholangitis (PBC). PBC is a progressive, inflammatory, autoimmune diseas |
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| February 12, 2024 |
Amendment to the Bylaws of CymaBay Therapeutics, Inc. EX-3.1 Exhibit 3.1 AMENDMENT TO BYLAWS OF CYMABAY THERAPEUTICS, INC. ARTICLE XV MISCELLANEOUS Section 48. Forum for Adjudication of Certain Disputes. Unless the corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Delaware Court of Chancery shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf o |
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| February 12, 2024 |
EX-99.2 Exhibit 99.2 Robert Mils • 3rd+ Chairman of the Board at CymaBay Therapeut.“ 13m • + Follow ••• Today it was announced that CymaBay Therapeutics intends to be acquired by Gilead Sciences for approximately $4.3 billion dollars. Having been the Chairman for most of my nine years on the board, this achievement recognizes the value that seladelpar will certaimly bring to those patients with pr |
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| February 12, 2024 |
Linkedin Announcement posted by Gilead on February 12, 2024. Exhibit 99.2 Gilead LinkedIn Post, February 12, 2024 #GileadNews: We announced today that we're acquiring CymaBay Therapeutics, reinforcing our long-standing commitment to liver disease. We'll continue advancing a potential therapy for primary biliary cholangitis, a rare and chronic liver disease that impairs liver function and quality of life. Read the press release and important information: htt |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 24, 2024 CymaBay Therapeutics, Inc. |
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| January 26, 2024 |
Non-Employee Director Compensation Program. EX-10.1 Exhibit 10.1 CymaBay Therapeutics, Inc. Non-Employee Directors Compensation Program Our Non-Employee Director Compensation Program is intended to compensate our non-employee directors with a combination of cash and equity. Each non-employee director will receive an annual base cash retainer of $40,000 for such service. The chairperson of our board of directors (“Board”) (provided he or she |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 19, 2023 CymaBay Therapeutics, Inc. |
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| December 13, 2023 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 11, 2023 CymaBay Therapeutics, Inc. |
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| November 7, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe |
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| September 22, 2023 |
CBAY / Cymabay Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment 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) September 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| September 12, 2023 |
Underwriting Agreement, dated September 11, 2023 EX-1.1 Exhibit 1.1 12,551,080 Shares1 Pre-Funded Warrants to Purchase Up to 583,771 Shares of Common Stock CymaBay Therapeutics, Inc. Common Stock PURCHASE AGREEMENT September 11, 2023 PIPER SANDLER & CO. RAYMOND JAMES & ASSOCIATES, INC. As Representatives of the several Underwriters named in Schedule I hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 554 |
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| September 12, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 11, 2023 CymaBay Therapeutics, Inc. |
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| September 12, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-270796 PROSPECTUS SUPPLEMENT (To Prospectus dated March 23, 2023) 12,551,080 Shares of Common Stock and Pre-Funded Warrants to Purchase 583,771 Shares of Common Stock • We are offering 12,551,080 shares of our common stock and, in lieu of offering shares of our common stock to certain investors, pre-funded warrants to purchas |
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| September 12, 2023 |
EX-4.1 Exhibit 4.1 CYMABAY THERAPEUTICS, INC. FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS - [ ] Original Issue Date: September [ ], 2023 CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] o |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 10, 2023 CymaBay Therapeutics, Inc. |
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| September 11, 2023 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2023 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-270796 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 202 |
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| September 11, 2023 |
SC 13G 1 p23-2375sc13g.htm CYMABAY THERAPEUTICS, INC. 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, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) August 30, 2023 (Date of Event Which Requires Filing of This Statement) C |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 S-8 POS As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 S-8 POS As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
CymaBay Therapeutics, Inc. 2020 New Hire Plan. EX-10.4 Exhibit 10.4 CYMABAY THERAPEUTICS, INC. 2020 NEW HIRE PLAN ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 21, 2020 AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JULY 11, 2023 1. GENERAL. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for grants under Nasdaq Listing Rule 5635(c)(4) or 5635(c)(3), i |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 S-8 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 S-8 POS As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| August 10, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CymaBay Therapeutics, Inc. |
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| August 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| August 10, 2023 |
As filed with the Securities and Exchange Commission on August 10, 2023 As filed with the Securities and Exchange Commission on August 10, 2023 Registration No. |
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| June 23, 2023 |
CymaBay Therapeutics, Inc. 2023 Equity Incentive Plan EX-99.1 Exhibit 99.1 CYMABAY THERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 6, 2023 APPROVED BY THE STOCKHOLDERS: JUNE 1, 2023 1. GENERAL. (a) Defined Terms. Except as otherwise provided, any capitalized term shall have the meaning provided in Section 14 of this Plan. (b) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuat |
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| June 23, 2023 |
As filed with the Securities and Exchange Commission on June 23, 2023 As filed with the Securities and Exchange Commission on June 23, 2023 Registration No. |
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| June 23, 2023 |
Power of Attorney (See signature page) S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 23, 2023 Registration No. |
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| June 23, 2023 |
EX-99.2 Exhibit 99.2 CYMABAY THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE (2023 EQUITY INCENTIVE PLAN) CymaBay Therapeutics, Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set |
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| June 23, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CymaBay Therapeutics, Inc. |
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| June 23, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CymaBay Therapeutics, Inc. |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 1, 2023 CymaBay Therapeutics, Inc. |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| May 9, 2023 |
Offer Letter, dated April 27, 2023, between CymaBay Therapeutics, Inc. and Harish Shantharam. EX-10.1 Exhibit 10.1 CymaBay Therapeutics 7575 Gateway Blvd. Suite 110 Newark, CA 94560 www.cymabay.com 510-293-8800 office 510-293-9090 fax April 27, 2023 Harish Shantharam [***] Dear Harish: CymaBay Therapeutics, Inc. (the “Company”) is pleased to offer you employment as Chief Financial Officer on the following terms, effective as of the date upon which you commence employment with the Company: |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 27, 2023 CymaBay Therapeutics, Inc. |
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| April 19, 2023 |
TABLE OF CONTENTS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 19, 2023 |
DEFA14A 1 ny20006965x2defa14a.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statem |
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| March 23, 2023 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate EX-4.4 Exhibit 4.4 CYMABAY THERAPEUTICS, INC. AND [•], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [•] CYMABAY THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CYMABAY THERAPEUTICS, INC. a Delaware corporation (the “Company”), and [•], a [corporation] [national banking associa |
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| March 23, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CymaBay Therapeutics, Inc. |
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| March 23, 2023 |
Form of Common Stock Warrant Agreement and Warrant Certificate EX-4.3 Exhibit 4.3 CYMABAY THERAPEUTICS, INC. AND [•], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [•] CYMABAY THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CYMABAY THERAPEUTICS, INC. a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] org |
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| March 23, 2023 |
As filed with the Securities and Exchange Commission on March 23, 2023 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 23, 2023 Registration No. |
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| March 23, 2023 |
Power of Attorney (reference is made to the signature page hereto). As filed with the Securities and Exchange Commission on March 23, 2023 Registration No. |
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| March 23, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CymaBay Therapeutics, Inc. |
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| March 23, 2023 |
List of subsidiaries of the Registrant. EX-21.1 Exhibit 21.1 List of Subsidiaries Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized CymaBay UK, Ltd. United Kingdom CymaBay Ireland, Limited Ireland CymaBay Canada, Ltd. Canada |
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| March 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36500 CYMABAY THERAPEUTICS, INC. (Exact name of |
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| March 23, 2023 |
EX-10.12 Exhibit 10.12 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT CYMABAY TREATS AS PRIVATE OR CONFIDENTIAL. EXECUTION COPY COLLABORATION AND LICENSE AGREEMENT This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), dated as of January 6, 2023 (the “Effective Date”), is entered |
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| March 16, 2023 |
Exhibit 99.1 CymaBay Reports Fourth Quarter and Year Ended December 31, 2022 Financial Results and Provides Corporate Update Conference call and webcast today at 4:30 p.m. ET NEWARK, Calif., March 16, 2023 (GLOBE NEWSWIRE)—CymaBay Therapeutics, Inc. (NASDAQ: CBAY), a clinical-stage biopharmaceutical company focused on developing therapies for liver and other chronic diseases with high unmet need, |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 16, 2023 CymaBay Therapeutics, Inc. |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 10, 2023 CymaBay Therapeutics, Inc. |
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| March 10, 2023 |
CBAY / Cymabay Therapeutics Inc / PERCEPTIVE ADVISORS LLC - SC 13G Passive Investment 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) March 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| March 10, 2023 |
EX-99.1 2 d461854dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: March 10, 2023 |
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| February 23, 2023 |
EX-10.1 Exhibit 10.1 February 17, 2023 Dennis Kim Chief Medical Officer Re: Notice of Resignation and Transition Agreement This letter agreement sets forth your formal notice of resignation and the substance of a transition agreement (the “Agreement”) between CymaBay Therapeutics, Inc. (“CymaBay”) and you, entered into as a result of your resignation. The parties acknowledge that you are leaving y |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 20, 2023 CymaBay Therapeutics, Inc. |
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| February 14, 2023 |
CBAY / CymaBay Therapeutics Inc / COMMODORE CAPITAL LP Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 14, 2023 |
CBAY / CymaBay Therapeutics Inc / TCG Crossover GP I, LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 cyma213230sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) |
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| January 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 23, 2023 CymaBay Therapeutics, Inc. |
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| January 25, 2023 |
Book-Running Managers Piper Sandler Raymond James Cantor January 23, 2023 424B5 1 d365143d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239670 PROSPECTUS SUPPLEMENT (To Prospectus dated July 13, 2020) 10,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase 2,142,857 Shares of Common Stock • We are offering 10,000,000 shares of our common stock and, in lieu of offering shares of our common stock to certain investors, p |
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| January 25, 2023 |
Form of Warrant to Purchase Shares of Common Stock. EX-4.1 Exhibit 4.1 CYMABAY THERAPEUTICS, INC. FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS - [ ] Original Issue Date: January [ ], 2023 CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or |
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| January 25, 2023 |
Underwriting Agreement, dated January 23, 2023 EX-1.1 Exhibit 1.1 10,000,000 Shares1 Pre-Funded Warrants to Purchase Up to 2,142,857 Shares of Common Stock CymaBay Therapeutics, Inc. Common Stock PURCHASE AGREEMENT January 23, 2023 PIPER SANDLER & CO. RAYMOND JAMES & ASSOCIATES, INC. As Representatives of the several Underwriters named in Schedule I hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 554 |
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| January 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 23, 2023 CymaBay Therapeutics, Inc. |
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| January 23, 2023 |
SUBJECT TO COMPLETION, DATED JANUARY 23, 2023 424B5 1 d365143d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239670 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETIO |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 6, 2023 CymaBay Therapeutics, Inc. |
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| November 14, 2022 |
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT CYMABAY TREATS AS PRIVATE OR CONFIDENTIAL. |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 11, 2022 CymaBay Therapeutics, Inc. |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| June 14, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 9, 2022 CymaBay Therapeutics, Inc. |
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| May 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| April 26, 2022 |
DEF 14A 1 ny20002876x1def14a.htm DEF 14A TABLE OF CONTENTS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| April 26, 2022 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| March 17, 2022 |
Power of Attorney (reference is made to the signature page hereto). As filed with the Securities and Exchange Commission on March 17, 2022 Registration No. |
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| March 17, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36500 CYMABAY THERAPEUTICS, INC. (Exact name of |
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| March 17, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CymaBay Therapeutics, Inc. |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 11, 2022 CymaBay Therapeutics, Inc. |
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| March 17, 2022 |
List of subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized CymaBay UK, Ltd. United Kingdom CymaBay Ireland, Limited Ireland CymaBay Canada, Ltd. Canada |
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| February 14, 2022 |
CBAY / CymaBay Therapeutics Inc / Boxer Capital, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CYMABAY THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2022 |
CBAY / CymaBay Therapeutics Inc / COMMODORE CAPITAL LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu |
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| November 29, 2021 |
CBAY / CymaBay Therapeutics Inc / TCG Crossover Management, LLC Passive Investment 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 (Title of Class of Securities) 23257D103 (CUSIP Number) November 22, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p |
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| November 18, 2021 |
Underwriting Agreement, dated November 17, 2021 EX-1.1 2 d166338dex11.htm EX-1.1 Exhibit 1.1 15,625,000 Shares1 Pre-Funded Warrants to Purchase Up to 3,125,000 Shares of Common Stock CymaBay Therapeutics, Inc. Common Stock PURCHASE AGREEMENT November 17, 2021 PIPER SANDLER & CO. RAYMOND JAMES & ASSOCIATES, INC. As Representatives of the several Underwriters named in Schedule I hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall |
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| November 18, 2021 |
Book-Running Managers Piper Sandler Raymond James Cantor Co-Lead Managers Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239670 PROSPECTUS SUPPLEMENT (To Prospectus dated July 13, 2020) CYMABAY THERAPEUTICS, INC. 15,625,000 Shares of Common Stock Pre-Funded Warrants to Purchase 3,125,000 Shares of Common Stock • We are offering 15,625,000 shares of our common stock and, in lieu of offering shares of our common stock to certain investors, pre-fu |
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| November 18, 2021 |
Form of Warrant to Purchase Shares of Common Stock. Exhibit 4.1 CYMABAY THERAPEUTICS, INC. FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS - [ ] Original Issue Date: November [ ], 2021 CymaBay Therapeutics, Inc., a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its re |
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| November 18, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 17, 2021 CymaBay Therapeutics, Inc. |
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| November 17, 2021 |
Subject to Completion, Dated November 17, 2021 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239670 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated November 17, 2021 PRELI |
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| November 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe |
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| November 10, 2021 |
Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT CYMABAY TREATS AS PRIVATE OR CONFIDENTIAL. DEVELOPMENT FINANCING AGREEMENT by and between CYMABAY THERAPEUTICS, INC. and ABW CYCLOPS SPV LP Dated July 30, 2021 DEVELOPMENT FINANCING AGREEMENT This Development Financing Agreement |
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| August 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| August 12, 2021 |
Offer Letter, dated March 24, 2021, between CymaBay Therapeutics, Inc. and Lewis Stuart. Exhibit 10.1 CymaBay Therapeutics 7575 Gateway Blvd. Suite 110 Newark, CA 94560 www.cymabay.com 510-293-8800 office 510-293-9090 fax March 24, 2021 Lewis Stuart Dear Lewis: CymaBay Therapeutics, Inc. (the ?Company?) is pleased to offer you employment as Chief Commercial Officer on the following terms, effective as of the date upon which you commence employment with the Company: 1. Position, Duties |
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| August 12, 2021 |
Offer letter, dated April 30, 2021, between CymaBay Therapeutics, Inc. and Dennis D. Kim. Exhibit 10.2 CymaBay Therapeutics 7575 Gateway Blvd. Suite 110 Newark, CA 94560 www.cymabay.com 510-293-8800 office 510-293-9090 fax April 30, 2021 Dennis D. Kim, MD Dear Dennis: CymaBay Therapeutics, Inc. (the ?Company?) is pleased to offer you employment as Chief Medical Officer on the following terms, effective as of the date upon which you commence employment with the Company: 1. Position, Dut |
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| August 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 30, 2021 CymaBay Therapeutics, Inc. |
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| July 12, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| July 12, 2021 |
CBAY / CymaBay Therapeutics Inc / COMMODORE CAPITAL LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 14, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 10, 2021 CymaBay Therapeutics, Inc. |
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| May 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| April 27, 2021 |
TABLE OF CONTENTS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 27, 2021 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 1, 2021 CymaBay Therapeutics, Inc. |
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| March 25, 2021 |
Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 25, 2021 |
Offer Letter, dated August 27, 2020, between CymaBay Therapeutics, Inc. and Paul Quinlan. Exhibit 10.18 CymaBay Therapeutics 7575 Gateway Blvd. Suite 110 Newark, CA 94560 www.cymabay.com 510-293-8800 office 510-293-9090 fax August 27, 2020 Paul Quinlan Dear Paul: CymaBay Therapeutics, Inc. (the ?Company?) is pleased to offer you employment as General Counsel on the following terms, effective as of the date upon which you commence employment with the Company: 1. Position, Duties and Res |
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| March 25, 2021 |
Exhibit 10.7 CYMABAY THERAPEUTICS, INC. 2020 NEW HIRE PLAN ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 21, 2020 1. GENERAL. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for grants under Nasdaq Listing Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. A perso |
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| March 25, 2021 |
Exhibit 4.2 DESCRIPTION OF COMMON STOCK Our authorized capital stock consists of 200,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share. A description of material terms and provisions of our certificate of incorporation and bylaws affecting the rights of holders of our capital stock is set forth below. The description |
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| March 25, 2021 |
- REGISTRATION STATEMENT ON FORM S-8 S-8 1 d116787ds8.htm REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on March 25, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYMABAY THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 94-3103561 (State or ot |
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| March 25, 2021 |
Form of Stock Option Grant Notice and Option Agreement under the 2020 New Hire Plan. Exhibit 10.8 CYMABAY THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE (2020 NEW HIRE PLAN) CymaBay Therapeutics, Inc. (the ?Company?), pursuant to its 2020 New Hire Plan (the ?Plan?), hereby grants to Optionholder an option to purchase the number of shares of the Company?s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant No |
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| March 25, 2021 |
List of subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized CymaBay UK, Ltd. United Kingdom CymaBay Ireland, Limited Ireland CymaBay Canada, Ltd. Canada |
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| February 16, 2021 |
EX-99.2 3 tm215909d21ex2.htm EXHIBIT 2 Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 4)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2020 (Date |
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| February 16, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Cymabay Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 23257D103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| November 5, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe |
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| September 24, 2020 |
EX-99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G with respect to the common stock of CymaBay Therapeutics, Inc., par value $0.0001 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as am |
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| September 24, 2020 |
CBAY / Cymabay Therapeutics Inc. / Boxer Capital, LLC - SC 13G Passive Investment SC 13G 1 d67887dsc13g.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, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) September 14, 2020 (Date of Event which Requires Filing of this Statement) Check |
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| September 1, 2020 |
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, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) August 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan |
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| August 10, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| July 14, 2020 |
Common Stock Preferred Stock Debt Securities Prospectus Filed Pursuant to Rule 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| July 14, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-239670 PROSPECTUS $75,000,000 Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement, or sales agreement, with Cantor Fitzgerald & Co., or Cantor Fitzgerald, relating to shares of our common stock offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell sh |
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| July 9, 2020 |
CORRESP 1 filename1.htm CYMABAY THERAPEUTICS, INC. 7575 Gateway Blvd., Suite 110 Newark, CA 94560 (510) 293-8800 July 9, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ada Sarmento RE: CymaBay Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-239670 Ladies and Gentlemen: CymaBay Therap |
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| July 2, 2020 |
EX-1.2 Exhibit 1.2 CymaBay Therapeutics, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement July 2, 2020 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follo |
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| July 2, 2020 |
- REGISTRATION STATEMENT ON FORM S-3 S-3 1 d934315ds3.htm REGISTRATION STATEMENT ON FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on July 2, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CymaBay Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 94-3103 |
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| June 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 23, 2020 CymaBay Therapeutics, Inc. |
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| June 26, 2020 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYMABAY THERAPEUTICS, INC. CYMABAY THERAPEUTICS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that: FIRST: The name of the Corporation is CYMABAY THERAPEUTICS, INC. SECOND: The Corpora |
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| June 5, 2020 |
DEFA14A 1 d938855ddefa14a.htm DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| June 5, 2020 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| June 5, 2020 |
Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| June 5, 2020 |
CBAY / Cymabay Therapeutics Inc. / D. E. SHAW & CO, L.P. - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23257D103 (CUSIP Number) May 26, 2020 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: |
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| May 15, 2020 |
DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 13, 2020 |
SC 13D/A 1 sc13da30948803405132020.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value |
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| May 13, 2020 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of CymaBay Therapeutics, Inc. a Delaware corporation. Th |
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| May 11, 2020 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 11, 2020 CymaBay Therapeutics, Inc. |
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| May 11, 2020 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 11, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| May 11, 2020 |
EX-99.1 Exhibit 99.1 CymaBay Reports First Quarter 2020 Financial Results and Provides Corporate Update Independent expert panel unanimously concludes there is no clinical, biochemical or histological evidence of seladelpar-induced liver injury in the Phase 2b NASH study Panel unanimously supports re-initiating clinical development of seladelpar pending approval by the FDA CymaBay plans to re-enga |
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| May 11, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 11, 2020 CymaBay Therapeutics, Inc. |
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| May 5, 2020 |
PRER14A 1 d884757dprer14a.htm PRER14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definiti |
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| May 5, 2020 |
CORRESP BRETT D. WHITE +1 650 843 5191 [email protected] VIA EDGAR May 5, 2020 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Nicholas. P. Panos Re: CymaBay Therapeutics, Inc. PREC14A preliminary proxy statement made on Schedule 14A Filed April 27, 2020 by CymaBay Therapeutics, Inc. File No. 001-36500 Ladies and Gentl |
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| May 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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| May 1, 2020 |
O L S H A N 1325 AVENUE OF THE AMERICAS ? NEW YORK, NEW YORK 10019 TELEPHONE: 212. |
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| April 29, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to . Commission fi |
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| April 27, 2020 |
PREC14A 1 d884757dprec14a.htm PREC14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| April 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide |
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| April 21, 2020 |
CBAY / Cymabay Therapeutics Inc. PRE 14A - - PRE 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 16, 2020 |
List of subsidiaries of the Registrant. EX-21.1 Exhibit 21.1 List of Subsidiaries Name of Subsidiary State or Jurisdiction in Which Incorporated or Organized CymaBay UK, Ltd. CymaBay Ireland, Limited CymaBay Canada, Ltd. |
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| March 16, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-36500 CYMABAY THERAPEUTICS, INC. (Exact name of |
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| March 16, 2020 |
EX-4.2 Exhibit 4.2 DESCRIPTION OF COMMON STOCK Our authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share. A description of material terms and provisions of our certificate of incorporation and bylaws affecting the rights of holders of our capital stock is set forth below. The descr |
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| March 13, 2020 |
Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Arnaud Ajdler the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”), dir |
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| March 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23257D103 (CUSIP Number) ANDREW FREEDMAN, ES |
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| March 13, 2020 |
ENGINE CAPITAL, L.P. 1345 Avenue of the Americas, 33rd Floor New York, New York 10105 Exhibit 99.2 ENGINE CAPITAL, L.P. 1345 Avenue of the Americas, 33rd Floor New York, New York 10105 March , 2020 Re: CymaBay Therapeutics, Inc. Dear : Thank you for agreeing to serve as a nominee for election to the Board of Directors of CymaBay Therapeutics, Inc. (the “Company”) in connection with the proxy solicitation that Engine Capital, L.P. and certain of its affiliates (collectively, the “En |
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| March 13, 2020 |
CBAY / Cymabay Therapeutics Inc. DEFA14A - - DEFA14A DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 13, 2020 |
JOINT FILING AND SOLICITATION AGREEMENT Exhibit 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”); WHEREAS, Engine Capital, L.P., Engine Jet Capital, L.P., Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Arnaud Ajdler (together, “Engine”), Robert Frankf |
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| March 12, 2020 |
EX-99.1 2 d859200dex991.htm EX-99.1 Exhibit 99.1 CymaBay Reports Fourth Quarter and Fiscal Year End 2019 Financial Results and Provides Corporate Update Investigating unexpected findings from Phase 2b study of seladelpar in NASH In parallel, board and management evaluating all potential strategic alternatives to maximize shareholder value and implementing cost containment efforts Conference call a |
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| March 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 12, 2020 CymaBay Therapeutics, Inc. |
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| February 14, 2020 |
CBAY / Cymabay Therapeutics Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* CymaBay Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2019 Date of Event Which Req |
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| February 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23257D103 (CUSIP Number) ANDREW FREEDMAN, ES |
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| February 14, 2020 |
Engine Capital LP 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 (212) 321-0048 Exhibit 99.1 Engine Capital LP 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 (212) 321-0048 February 14, 2020 CymaBay Therapeutics, Inc. 7575 Gateway Boulevard, Suite 110 Newark, CA 94560 Attention: Board of Directors Dear Members of the Board: Engine Capital LP, together with its affiliates (“Engine” or “we”), is the largest shareholder of CymaBay Therapeutics, Inc. (“CymaBay,” “CBAY |
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| February 14, 2020 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) CymaBay Therapeutics, Inc. (Title of Class of Securities) Common Stock, Par Value $0. |
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| February 14, 2020 |
CBAY / Cymabay Therapeutics Inc. / Baker Brothers Advisors LP - SC 13G/A Passive Investment SC 13G/A 1 tm205617d5sc13ga.htm SC 13G/A SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 2)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the app |
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| February 14, 2020 |
CBAY / Cymabay Therapeutics Inc. / Newtyn Management, LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 cymabay13gam1dec312019.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1-exit filing)* CYMABAY THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2019 (Date of Event Which Require |
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| February 14, 2020 |
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, par value $0.0001 per share (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2020 |
CBAY / Cymabay Therapeutics Inc. / Foresite Capital Fund III, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 3)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 23257D103 (CUSIP Number) December 31, 2019 (Date |
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| February 14, 2020 |
EX-99.1 2 d883941dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2 |
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| February 14, 2020 |
CBAY / Cymabay Therapeutics Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 d883941dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CymaBay Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23257D 10 3 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statem |
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| February 11, 2020 |
CBAY / Cymabay Therapeutics Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv0131-cymabaytherapeuticsin.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Cymabay Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 23257D103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pur |
