SC 13G

NAMES OF REPORTING PERSONS

Omega Fund V, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒(1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

0001193125-19-037834.txt : 20190213 0001193125-19-037834.hdr.sgml : 20190213 20190213153002 ACCESSION NUMBER: 0001193125-19-037834 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: ANNE-MARI PASTER GROUP MEMBERS: CLAUDIO NESSI GROUP MEMBERS: OMEGA FUND V GP MANAGER, LTD. GROUP MEMBERS: OMEGA FUND V GP, L.P. GROUP MEMBERS: OTELLO STAMPACCHIA GROUP MEMBERS: RICHARD LIM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cidara Therapeutics, Inc. CENTRAL INDEX KEY: 0001610618 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 461537286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88806 FILM NUMBER: 19596754 BUSINESS ADDRESS: STREET 1: 6310 NANCY RIDGE DRIVE STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-752-6170 MAIL ADDRESS: STREET 1: 6310 NANCY RIDGE DRIVE STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: K2 THERAPEUTICS, INC. DATE OF NAME CHANGE: 20140611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Omega Fund V, L.P. CENTRAL INDEX KEY: 0001641354 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 d672749dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

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

Cidara Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

171757107

(CUSIP Number)

May 21, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 171757107		13 G		Page 2 of 12 Pages

(1)

This Schedule 13G is filed by Omega Fund V, L.P. (“Omega Fund”), Omega Fund V GP, L.P. (“Omega GP”), Omega Fund V GP Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Claudio Nessi (“Nessi”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Nessi, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The following percentages are based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.


CUSIP NO. 171757107		13 G		Page 3 of 12 Pages

(1)

(2)	The following percentages are based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.


CUSIP NO. 171757107		13 G		Page 4 of 12 Pages

(1)

(2)	The following percentages are based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.


CUSIP NO. 171757107		13 G		Page 5 of 12 Pages

(1)

(2)	The following percentages are based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.


CUSIP NO. 171757107		13 G		Page 6 of 12 Pages

(1)

(2)	The following percentages are based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.


CUSIP NO. 171757107		13 G		Page 7 of 12 Pages

(1)

(2)	The following percentages are based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.


CUSIP NO. 171757107		13 G		Page 8 of 12 Pages

(1)

(2)	The following percentages are based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.


CUSIP NO. 171757107		13 G		Page 9 of 12 Pages

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”), of Cidara Therapeutics, Inc. (the “Issuer”).

Item 1(a)

Name of Issuer:

Cidara Therapeutics, Inc. (the “Issuer”)

Item 1(b)

Address of Issuer’s principal executive offices:

Cidara Therapeutics, Inc.

6310 Nancy Ridge Drive, Suite 101

San Diego, CA 92121

Items 2(a)

Name of Reporting Persons filing:

Omega Fund V, L.P. (“Omega Fund”)

Omega Fund V GP, L.P. (“Omega GP”)

Omega Fund V GP Manager, Ltd. (“Omega Ltd”)

Richard Lim (“Lim”)

Claudio Nessi (“Nessi”)

Otello Stampacchia (“Stampacchia”)

Anne-Mari Paster (“Paster”)

Item 2(b)

Address or principal business office or, if none, residence:

The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Lim, Nessi, Stampacchia, and Paster, is c/o Omega Fund Management, LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116.

Item 2(c)

Citizenship:


		Name		Citizenship or Place of Organization
		Omega Fund		Cayman Islands
		Omega GP		Cayman Islands
		Omega Ltd		Cayman Islands
		Lim		United States of America
		Nessi		Switzerland
		Stampacchia		Italy
		Paster		United States of America

Item 2(d)

Title of class of securities:

Common Stock

Item 2(e)

CUSIP No.:

171757107

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

Item 4

Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of February 13, 2019.


CUSIP NO. 171757107		13 G		Page 10 of 12 Pages


Reporting Persons	Shares of Common Stock Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
Omega Fund(2)(3)		1,508,794		0		1,508,794		0		1,508,794		1,508,794		5.4	%
Omega GP(2)(3)		0		0		1,508,794		0		1,508,794		1,508,794		5.4	%
Omega Ltd(2)(3)		0		0		1,508,794		0		1,508,794		1,508,794		5.4	%
Lim (2)(3)		0		0		1,508,794		0		1,508,794		1,508,794		5.4	%
Nessi(2)(3)		0		0		1,508,794		0		1,508,794		1,508,794		5.4	%
Stampacchia(2)(3)		0		0		1,508,794		0		1,508,794		1,508,794		5.4	%
Paster(2)(3)		0		0		1,508,794		0		1,508,794		1,508,794		5.4	%

(1)	This percentage is based on 27,751,431 Common Stock outstanding as of October 31, 2018 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.

(2)

Omega Fund owns 1,508,794 shares of the Common Stock. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Lim, Nessi, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund.

(3)	The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6

Ownership of More than Five Percent on Behalf of Another Person

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8

Identification and Classification of Members of the Group

Not applicable.

Item 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.


CUSIP NO. 171757107		13 G		Page 11 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2019


OMEGA FUND V, L.P.



BY:		Omega Fund V GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund V GP Manager, Ltd.
ITS:		GENERAL PARTNER



By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND V GP, L.P.



BY:		Omega Fund V GP Manager, Ltd.
ITS:		GENERAL PARTNER



By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND V GP MANAGER, LTD.



By:		/s/ Anne-Mari Paster
		Director

		/s/ *
Richard Lim

		/s/ *
Claudio Nessi

		/s/ *
Otello Stampacchia

		/s/ Anne-Mari Paster*
Anne-Mari Paster, as Attorney-in-Fact


CUSIP NO. 171757107		13 G		Page 12 of 12 Pages

Exhibit(s):



Exhibit 99.1:		Joint Filing Statement

Exhibit 99.2:		Power of Attorney

EX-99.1 2 d672749dex991.htm EX-99.1 EX-99.1


CUSIP No. 171757107		13 G		Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Cidara Therapeutics, Inc.

Dated: February 13, 2019


OMEGA FUND V, L.P.



BY:		Omega Fund V GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund V GP Manager, Ltd.
ITS:		GENERAL PARTNER



By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND V GP, L.P.



BY:		Omega Fund V GP Manager, Ltd.
ITS:		GENERAL PARTNER



By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND V GP MANAGER, LTD.



By:		/s/ Anne-Mari Paster
		Director

		/s/ *
Richard Lim

		/s/ *
Claudio Nessi

		/s/ *
Otello Stampacchia

		/s/ Anne-Mari Paster*
Anne-Mari Paster, as Attorney-in-Fact

EX-99.2 3 d672749dex992.htm EX-99.2 EX-99.2


CUSIP No. 171757107		13 G		Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person’s true and lawful attorney-in-fact, to:

execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the “Reports”), with respect to their current or future beneficial ownership of securities of any public company, in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the respective rules (including Rule 13d-1) promulgated thereunder;

do and perform any and all acts for and on behalf of such person which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such person, it being understood that the documents executed by an attorney-in-fact on behalf of such person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned hereby ratifies and confirms each Report that has been signed by any other undersigned prior to the date hereof. Each of the undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Reports with respect to the undersigneds’ current or future holdings of and transactions in securities issued by any public company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.

[The remainder of this page is intentionally left blank.]


CUSIP No. 171757107		13 G		Exhibit 99.2

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of dates set forth opposite their names.



/s/ Richard Lim Richard Lim		Dated: February 13, 2019

/s/ Claudio Nessi Claudio Nessi		Dated: February 13, 2019

/s/ Otello Stampacchia Otello Stampacchia		Dated: February 13, 2019

/s/ Anne-Mari Paster Anne-Mari Paster		Dated: February 13, 2019