We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cymabay Therapeutics Inc | NASDAQ:CBAY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 32.48 | 34.10 | 30.85 | 0 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
94-3103561
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
7575 Gateway Blvd, Suite 110
Newark, CA
|
94560
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
symbol(s)
|
Name of each exchange
on which registered
|
||
Common stock, $0.0001 par value per share
|
CBAY
|
Nasdaq Global Select Market
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
|||
Non-accelerated
filer
|
☐
|
Smaller reporting company
|
☒
|
|||
Emerging Growth Company
|
☐
|
|
|
NAME
|
AGE
|
|
POSITION HELD WITH CYMABAY
|
|||
Sujal Shah
|
46
|
President and Chief Executive Officer, Director
|
||||
Caroline Loewy
|
54
|
Director
|
||||
Paul F. Truex
|
51
|
Director
|
||||
Kurt von Emster
|
52
|
Director
|
||||
Robert J. Wills, Ph.D.
|
66
|
Chairman, Director
|
Name
|
Age
|
|
Position
|
|||
Sujal Shah
|
46
|
President and Chief Executive Officer
|
||||
Charles McWherter, Ph.D.
|
65
|
Senior Vice President, Chief Scientific Officer
|
||||
Klara Dickinson
|
53
|
Chief Regulatory and Compliance Officer
|
||||
Daniel Menold
|
50
|
Vice President, Finance
|
Name and Principal Position
|
Year
|
|
Salary
($) |
|
Bonus
($) |
|
Option
Awards ($)
(1)
|
|
Non-Equity
Incentive Plan
Compensation
($) |
|
All Other
Compensation ($) |
|
Total
($) |
|
||||||||||||||
Sujal Shah
|
2019
|
510,000
|
—
|
1,889,125
|
153,000
|
4,349
|
2,556,474
|
|||||||||||||||||||||
Chief Executive Officer
|
2018
|
451,796
|
—
|
1,211,685
|
271,078
|
3,458
|
1,938,017
|
|||||||||||||||||||||
Janet Dorling
(2)
|
2019
|
163,846
|
15,000
|
(3)
|
1,303,336
|
—
|
558,870
|
(4)
|
2,041,052
|
|||||||||||||||||||
Former Chief Commercial Officer
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Pol Boudes, M.D.
(5)
|
2019
|
317,747
|
—
|
795,418
|
—
|
601,815
|
(6)
|
1,714,980
|
||||||||||||||||||||
Former Chief Medical Officer
|
2018
|
405,418
|
—
|
1,009,738
|
170,276
|
4,884
|
1,590,316
|
|||||||||||||||||||||
Charles McWherter, Ph.D.
|
2019
|
423,662
|
—
|
994,279
|
84,732
|
6,254
|
1,508,297
|
|||||||||||||||||||||
Chief Scientific Officer
|
2018
|
405,418
|
—
|
1,211,685
|
170,276
|
4,738
|
1,792,117
|
|||||||||||||||||||||
Klara Dickinson
|
2019
|
364,018
|
—
|
795,418
|
72,804
|
5,014
|
1,237,254
|
|||||||||||||||||||||
Chief Regulatory and Compliance Officer
|
|
|
|
|
|
|
|
(1) |
Represents the aggregate fair value of options granted from the 2013 Equity Incentive Plan for each fiscal year. For the options granted, 1/4th of the shares vest upon the
one-year
anniversary of the vesting commencement date and the remainder of the shares vest in equal monthly installments over the following
thirty-six
months, subject to the optionee’s continued employment or service with CymaBay. The options are issued under the 2013 Equity Incentive Plan and generally have a maximum term of 10 years, subject to earlier termination in certain situations related to cessation of employment or services. The aggregate fair value is computed in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements in our Annual Report on Form
10-K
as filed on March 16, 2020, regarding assumptions underlying our valuation of equity awards.
|
(2) | Ms. Dorling joined the company in August 2019 and departed the company in December 2019. |
(3) |
Reflects a
sign-on
cash bonus in the amount of $15,000 paid in connection with the commencement of Ms. Dorling’s employment in August 2019.
|
(4) |
Consists of paid unused accrued vacation of $11,971, employer paid life insurance premiums and 401(k) matches totaling $2,341, and severance earned by Ms. Dorling of $544,558 pursuant to the separation terms of her employment letter agreement with CymaBay, as follows: (i) Ms. Dorling’s severance of 100% of her full annual base salary in the amount of $400,000, payable over 12 months following Ms. Dorling departure date, net of any consulting fees or wages earned elsewhere during the
12-month
severance payment period; (ii) Ms. Dorling’s
pro-rated
cash incentive compensation for 2019 of 40% of her annual base salary in the amount of $120,000, payable over 12 months following Ms. Dorling’s departure date; and (iii) Ms. Dorling’s COBRA premiums earned in the amount of $24,558, payable on Ms. Dorling’s behalf over 12 months following her departure date.
|
(5) | Dr. Boudes left the company in September 2019. |
(6) |
Consists of paid unused accrued vacations of $26,160, employer paid life insurance premiums and 401(k) matches totaling $5,095, and severance earned by Dr. Boudes of $570,560 pursuant to the separation terms of his employment letter agreement with CymaBay, as follows: (i) Dr. Boudes’ severance of 100% of his full annual base salary in the amount of $423,662, payable over 12 months following Dr. Boudes’ departure date, net of any consulting fees or wages earned elsewhere during the
12-month
severance payment period; (ii) Dr. Boudes’
pro-rated
non-equity
plan compensation for 2019 of 40% of his annual base salary in the amount of $127,099, payable over 12 months following Dr. Boudes’ departure date; and (iii) Dr. Boudes’ COBRA premiums earned in the amount of $19,799, payable on Dr. Boudes’ behalf over 12 months following his departure date.
|
(7) | Ms. Dickinson was not a “named executive officer” in 2018 and, accordingly, her compensation for 2018 is not included. |
Named Executive Officer
|
2018 Salary
|
|
2019 Salary
|
|
Change
from 2018 |
|
||||||
Sujal Shah
|
$ |
451,796
|
$ |
510,000
|
12.9
|
% | ||||||
Charles McWherter, Ph.D.
|
$ |
405,418
|
$ |
423,662
|
4.5
|
% | ||||||
Klara Dickinson
|
$ |
340,204
|
$ |
364,018
|
7.0
|
% | ||||||
Janet Dorling
|
—
|
$ |
400,000
|
—
|
||||||||
Pol Boudes, M.D.
|
$ |
405,418
|
$ |
423,662
|
4.5
|
% |
Named Executive Officer
|
2018
Shares
underlying Stock Options |
|
2019
Shares
underlying Stock Options |
|
||||
Sujal Shah
|
150,000
|
328,492
|
||||||
Charles McWherter, Ph.D.
|
150,000
|
172,891
|
||||||
Klara Dickinson
|
100,000
|
138,312
|
||||||
Janet Dorling
|
—
|
341,000
|
||||||
Pol Boudes, M.D.
|
125,000
|
138,312
|
Name
|
Option Awards
|
|||||||||||||||||||
Grant Date
|
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
|||||||||||
Sujal Shah
|
12/23/2013
|
93,106
|
—
|
$ |
5.00
|
12/22/2023
|
||||||||||||||
|
12/23/2013
|
38,917
|
—
|
$ |
5.00
|
12/22/2023
|
||||||||||||||
|
1/6/2014
|
62,566
|
—
|
$ |
5.00
|
1/5/2024
|
||||||||||||||
|
1/7/2015
|
100,000
|
—
|
$ |
10.00
|
1/6/2025
|
||||||||||||||
|
1/26/2016
|
52,875
|
1,125
|
(1) | $ |
1.06
|
1/25/2026
|
|||||||||||||
|
7/25/2016
|
50,000
|
—
|
$ |
1.82
|
7/24/2026
|
||||||||||||||
|
1/19/2017
|
72,916
|
27,084
|
(1) | $ |
1.72
|
1/18/2027
|
|||||||||||||
|
4/27/2017
|
90,000
|
—
|
$ |
3.48
|
4/26/2027
|
||||||||||||||
|
10/27/2017
|
346,666
|
293,334
|
(2) | $ |
9.21
|
10/26/2027
|
|||||||||||||
|
1/24/2018
|
71,875
|
78,125
|
(1) | $ |
11.69
|
1/23/2028
|
|||||||||||||
|
1/29/2019
|
—
|
328,492
|
(1) | $ |
8.43
|
1/28/2029
|
|||||||||||||
Charles McWherter, Ph.D.
|
1/25/2012
|
2,515
|
—
|
$ |
4.77
|
1/24/2022
|
||||||||||||||
|
10/31/2013
|
62,430
|
—
|
$ |
5.00
|
10/30/2023
|
||||||||||||||
|
12/23/2013
|
7,546
|
—
|
$ |
5.00
|
12/22/2023
|
||||||||||||||
|
12/23/2013
|
31,134
|
—
|
$ |
5.00
|
12/22/2023
|
||||||||||||||
|
1/6/2014
|
52,046
|
—
|
$ |
5.00
|
1/5/2024
|
||||||||||||||
|
1/7/2015
|
100,000
|
—
|
$ |
10.00
|
1/6/2025
|
||||||||||||||
|
1/26/2016
|
52,875
|
1,125
|
(1) | $ |
1.06
|
1/25/2026
|
|||||||||||||
|
7/25/2016
|
46,000
|
—
|
$ |
1.82
|
7/24/2026
|
||||||||||||||
|
1/19/2017
|
72,916
|
27,084
|
(1) | $ |
1.72
|
1/18/2027
|
|||||||||||||
|
1/24/2018
|
71,875
|
78,125
|
(1) | $ |
11.69
|
1/23/2028
|
|||||||||||||
|
1/29/2019
|
—
|
172,891
|
(1) | $ |
8.43
|
1/28/2029
|
|||||||||||||
Klara Dickinson
|
6/28/2017
|
125,000
|
75,000
|
(1) | $ |
5.50
|
6/27/2027
|
|||||||||||||
|
1/24/2018
|
47,916
|
52,084
|
(1) | $ |
11.69
|
1/23/2028
|
|||||||||||||
|
1/29/2019
|
—
|
138,312
|
(1) | $ |
8.43
|
1/28/2029
|
|||||||||||||
Janet Dorling
|
8/5/2019
|
113,666
|
—
|
(1) | $ |
6.14
|
8/4/2029
|
(1) |
This option vests over a four-year period, with
one-quarter
of the shares subject to the option vesting on the first anniversary of the grant date, or the vesting commencement date, as applicable, and the remainder of the shares vest in equal monthly installments over the following
thirty-six
months, subject to the executive officer continuing to provide service to us.
|
(2) | The option vests in equal monthly installments over the four-year period, beginning on the grant date, subject to the executive officer continuing to provide service to us. |
Name
|
Fees Earned
or Paid in Cash ($) |
|
Option
Awards ($)(1) |
|
Total
($) |
|
||||||
Robert F. Booth, Ph.D.
(2)
|
47,500
|
148,493
|
195,993
|
|||||||||
Carl Goldfischer, M.D.
(2)
|
67,500
|
148,493
|
215,993
|
|||||||||
Caroline Loewy
|
50,000
|
148,493
|
198,493
|
|||||||||
Evan A. Stein, M.D., Ph.D.
(2)
|
45,000
|
148,493
|
193,493
|
|||||||||
Paul F. Truex
|
60,000
|
148,493
|
208,493
|
|||||||||
Kurt von Emster, CFA
|
60,000
|
148,493
|
208,493
|
|||||||||
Robert J. Weiland
(2)
|
50,000
|
148,493
|
198,493
|
|||||||||
Robert J. Wills, Ph.D.
|
77,500
|
148,493
|
225,993
|
(1) |
These amounts are not cash compensation, but rather the aggregate fair value of the equity compensation granted to our
non-employee
directors during the fiscal year. The aggregate fair value is computed in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements contained in our Annual Report on Form
10-K
as filed with the SEC on March 16, 2020, regarding assumptions underlying valuation of equity awards. Only one option award was granted to each
non-employee
director in 2019 and, consequently, the amount in the table is the fair value of such award. The option award fair value was approximately $150,000 on the date upon which the option was granted.
|
(2) | Resigned from the Board in January 2020 |
Name
|
Options
|
|
Incentive
Awards |
|
||||
Robert F. Booth, Ph.D.
(1)
|
96,205
|
—
|
||||||
Carl Goldfischer, M.D.
(1)
|
60,205
|
—
|
||||||
Caroline Loewy
|
96,205
|
—
|
||||||
Evan A. Stein, M.D., Ph.D.
(1)
|
96,205
|
—
|
||||||
Paul F. Truex
|
96,205
|
—
|
||||||
Kurt von Emster, CFA
|
106,697
|
3,372
|
||||||
Robert J. Weiland
(1)
|
96,205
|
—
|
||||||
Robert J. Wills, Ph.D.
|
145,205
|
—
|
(1)
|
Resigned from the Board in January 2020
|
Beneficial Owner
|
Shares that May Be
Acquired w/in 60 Days of March 15, 2020 |
|
Beneficial Ownership
(1)
|
|||||||||
Number of Shares
|
|
Percent of Total
|
|
|||||||||
Entities associated with Engine Capital, L.P. (2)
|
—
|
6,443,977
|
9.4
|
% | ||||||||
Entities associated with Blackrock, Inc. (3)
|
—
|
5,589,851
|
8.1
|
% | ||||||||
Entities associated with Avoro Capital Advisors LLC (4)
|
—
|
5,500,000
|
8.0
|
% | ||||||||
Entities associated with Foresite Capital Funds (5)
|
—
|
3,819,726
|
5.5
|
% | ||||||||
The Vanguard Group (6)
|
—
|
3,691,325
|
5.4
|
% | ||||||||
Sujal Shah
|
1,166,836
|
1,286,836
|
1.8
|
% | ||||||||
Charles McWherter, Ph.D.
|
582,050
|
597,050
|
*
|
|||||||||
Klara Dickinson
|
246,102
|
246,102
|
*
|
|||||||||
Kurt von Emster, CFA (7)
|
110,069
|
218,385
|
*
|
|||||||||
Robert J. Wills, Ph.D.
|
145,205
|
175,205
|
*
|
|||||||||
Janet Dorling
|
113,666
|
113,666
|
*
|
|||||||||
Paul F. Truex
|
96,205
|
96,205
|
*
|
|||||||||
Caroline Loewy
|
96,205
|
96,205
|
*
|
|||||||||
Pol Boudes, M.D.
|
—
|
—
|
*
|
|||||||||
All executive officers and directors as a group (8 persons) (8)
|
2,578,513
|
2,851,829
|
4.0
|
% |
* | Less than one percent. |
(1) | This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, CymaBay believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 68,882,459 shares outstanding on March 15, 2020. |
(2) |
The information in the table is based solely upon the Schedule 13D/A filed with the SEC on March 13, 2020, reporting beneficial ownership as of March 13, 2020. Each of Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC, Arnaud Ajdler had sole voting power and sole dispositive power with respect to all of these shares, Engine Capital, L.P. has sole voting power and sole dispositive power with respect to 5,309,251 of these shares, and Engine Jet Capital, L.P. has sole voting power and sole dispositive power with respect to 1,134,726 of these shares. The address of the business office of each of these entities and Mr. Ajdler is 1345 Avenue of the Americas, 33
rd
Floor, New York, NY 10105.
|
(3) | The information in the table is based solely upon the Schedule 13G/A filed with the SEC on February 5, 2020, reporting beneficial ownership as of December 31, 2019. BlackRock, Inc. had sole voting power with respect to 5,483,001 of the shares and sole dispositive power with respect to all of the shares. The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055 |
(4) | The information in the table is based solely upon the Schedule 13G filed with the SEC on February 14, 2020, reporting beneficial ownership as of December 31, 2019. Each of Avoro Capital Advisors LLC (“Avoro”) and Behzad Aghazadeh, who serves as portfolio manager and controlling person of Avoro have sole voting power and sole dispositive power with respect to these all of these shares. The address of the business office of each of Avoro and Dr. Aghazadeh is 110 Greene Street, Suite 800, New York, NY 10012. |
(5) | The information in the table is based solely upon the Schedule 13G/A filed with the SEC on February 14, 2020, reporting beneficial ownership as of December 31, 2019. James Tananbaum had sole voting power and sole dispositive power with respect to all of these shares, of which 1,504,710 are directly owned by Foresite Capital Fund III, L.P. (“FCF III”) and 2,315,016 are directly owned by Foresite Capital Fund IV, L.P. (“FCF IV”). FCF III and Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole voting and investment power over the shares |
directly owned by FCF III, and FCF IV and Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole voting and investment power over the shares directly owned by FCF IV. Mr. Tananbaum is the managing member of each of FCM III and FCM IV (these entities are collectively referred to as the “Foresite Group”). The address of the Foresite Group is c/o Foresite Capital Management, 600 Montgomery Street, Suite 4500, San Francisco, CA 94111. |
(6) | The information in the table is based solely upon the Schedule 13G filed with the SEC on February 11, 2020, reporting beneficial ownership as of December 31, 2019. The Vanguard Group had sole voting power with respect to 144,353 of these shares, shared voting power with respect to 4,096 of these shares, sole dispositive power with respect to these 3,548,387 of these shares, and shared dispositive power with respect to 1442,938 of these shares. The address of the business office of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(7) | Includes 18,316 shares held by the Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005. |
(8) | Consists of shares beneficially owned by each executive officer and director, including our executive officers not appearing in the table above, as of March 15, 2020. |
Plan Category
|
Number of
Securities to be Issued upon Exercise of Outstanding Options |
|
Weighted Average
Exercise Price of
Outstanding
Options
|
|
Number of Securities
Remaining Available for Future Issuances under Equity Compensation Plans (excluding securities reflected in column (a)) |
|
||||||
|
(a)
|
(b)
|
(c)
|
|||||||||
Equity Compensation Plans approved by security holders
|
|
|
|
|||||||||
2003 Equity Incentive Plan
|
28,246
|
$ |
4.96
|
—
|
||||||||
2013 Equity Incentive Plan
|
6,799,890
|
(1)
|
$ |
7.85
|
2,315,727
|
(2)
|
||||||
Equity Compensation Plans not approved by security holders
|
—
|
—
|
—
|
|||||||||
Total
|
6,828,136
|
$ |
7.84
|
2,315,727
|
(1) | Includes 101,441 shares that may be issued pursuant to incentive awards at the sole discretion of CymaBay, by either (1) the holder’s purchase of the number of shares of our common stock at the applicable exercise price per share on the date of grant or (2) the holder’s receipt of a cash payment equal to the excess of the fair market value of one share of our common stock on the date of exercise over the exercise price per share on the date of grant, multiplied by the portion of the award being exercised. |
(2) | Pursuant to terms of the 2013 Equity Incentive Plan, the share reserve (“Share Reserve”) will automatically increase on January 1st of each year, until and including January 1, 2023, in an amount equal to 5.0% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding sentence. In December 2019 the Board acted to provide that there would be no January 1, 2020 increase in the Share Reserve. |
|
Fiscal Year Ended
|
|||||||
|
2019
|
|
2018
|
|
||||
Audit Fees
(1)
|
$ |
1,341,800
|
$ |
1,573,450
|
||||
Audit-related Fees
|
—
|
—
|
||||||
Tax Fees
|
—
|
—
|
||||||
All Other Fees
(2)
|
1,885
|
3,195
|
||||||
Total
|
$ |
1,343,685
|
$ |
1,576,645
|
||||
(1) | In 2019, Audit Fees consisted of fees and expenses covering the integrated audit of our consolidated financial statements and of our internal control over financial reporting, reviews of our interim quarterly reports, and accounting and financial reporting consultations. In 2018, Audit Fees consisted of fees and expenses covering the integrated audit of our consolidated financial statements and of our internal control over financial reporting, reviews of our interim quarterly reports, accounting and financial reporting consultations, and the issuance of consents and comfort letters in connection with registration statement filings with the SEC. |
(2) | All Other Fees consist of fees billed in the indicated year for an annual subscription to Ernst & Young LLP’s online resource library. |
Exhibit
No.
|
|
Description of Document
|
||
3.1
|
||||
3.2
|
||||
4.1
|
||||
4.2
|
||||
10.1*
|
||||
10.2*
|
||||
10.3*
|
||||
10.4*
|
||||
10.5*
|
||||
10.6*
|
||||
10.7
|
||||
10.8#
|
||||
10.9
|
||||
10.10
|
||||
10.11*
|
||||
10.12*
|
||||
10.13*
|
||||
10.14*
|
||||
10.15*
|
||||
10.16*
|
Exhibit
No.
|
|
Description of Document
|
||
10.17*
|
||||
10.18*
|
||||
21.1
|
||||
23.1
|
||||
24.1
|
||||
31.1
|
||||
31.2
|
||||
31.3
|
||||
31.4
|
||||
32.1
|
||||
101.INS
|
Inline XBRL Instance Document
|
|||
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|||
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|||
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|||
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Document
|
|||
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101)
|
* | Indicates management contract or compensatory plan. |
# | Portions of this exhibit have been omitted pursuant to a grant of confidential treatment, which portions were omitted and filed separately with the Securities and Exchange Commission. |
|
|
|
CYMABAY THERAPEUTICS, INC.
|
|||||
Date: April 28, 2020
|
|
|
By:
|
/s/ Sujal Shah
|
||||
|
|
|
|
Sujal Shah
|
||||
|
|
|
|
President and Chief Executive Officer
|
1 Year Cymabay Therapeutics Chart |
1 Month Cymabay Therapeutics Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions