TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 9, 2020 Jessica Oien General Counsel Cidara Therapeutics, Inc. 6310 Nancy Ridge Drive, Suite 101 San Diego, California 92121 Re: Cidara Therapeutics, Inc. Registration Statement on Form S-3 Filed June 5, 2020 File No. 333-238955 Dear Ms. Oien: We have limited our review of your registration statement to the issue we have addressed in our comment. In our comment we ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Form S-3 filed June 5, 2020 Exclusive Forum Provision, page II-2 1. We note that Article VII of the Company's Amended and Restated Certificate of Incorporation and Section 49 of the Amended and Restated Bylaws include a forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any "derivative action or proceeding brought on behalf of the Company." Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Jessica Oien Cidara Therapeutics, Inc. June 9, 2020 Page 2 Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Laura Crotty at (202) 551-7614 or Celeste Murphy at (202) 551-3257 with any questions. Sincerely, FirstName LastNameJessica Oien Division of Corporation Finance Comapany NameCidara Therapeutics, Inc. Office of Life Sciences June 9, 2020 Page 2 cc: Charles Bair FirstName LastName