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Date of Report (Date of earliest event reported): November 17, 2021



CymaBay Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)




Delaware   001-36500   94-3103561

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

7575 Gateway Blvd., Suite 110

Newark, CA 94560

(Address of principal executive offices)

(510) 293-8800

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class





Name of each exchange

on which registered

Common stock, $0.0001 par value per share   CBAY   Nasdaq Global Select Market

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

Emerging growth company

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




Item 8.01. Other Events.

On November 17, 2021 CymaBay Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co. and Raymond James & Associates, Inc. as representatives of the several underwriters named therein (the “Underwriters”) relating to the offering, issuance and sale of 15,625,000 shares of the Company’s common stock, par value $0.0001 per share at a price to the public of $4.00 per share, and pre-funded warrants to purchase 3,125,000 shares of the Company’s common stock at a price to the public of $3.9999 per underlying share. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the shares of common stock from the Company at a price of $3.76 per share and the pre-funded warrants at a price of $3.759906 per underlying share. The gross proceeds from the offering, excluding the exercise by the underwriters of their 30-day option to purchase additional shares of common stock, are expected to be approximately $75 million, before deducting underwriting discounts and commissions and offering expenses. The offering is expected to close on or about November 22, 2021, subject to customary closing conditions. The Underwriters have a 30-day option to purchase up to an additional 2,812,500 shares of common stock. All of the shares and pre-funded warrants in the offering are being sold by the Company.

The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-239670) previously filed with the Securities and Exchange Commission on July 2, 2020, which became effective on July 13, 2020.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the form of pre-funded warrant is filed as Exhibit 4.1 hereto. The foregoing descriptions of the terms of the Underwriting Agreement and the pre-funded warrants are qualified in their entirety by reference to Exhibits hereto. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.


1.1    Underwriting Agreement, dated November 17, 2021
4.1    Form of Pre-Funded Warrant
5.1    Opinion of Cooley LLP
23.1    Consent of Cooley LLP (contained in Exhibit 5.1)
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CymaBay Therapeutics, Inc.

/s/ Sujal Shah

Name:   Sujal Shah
Title:   President and Chief Executive Officer

Dated: November 18, 2021