Sec Form 13G Filing - Canaan XII L.P. filing for CIDARA THERAPEUTICS INC NE (CDTX) - 2024-07-29

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 the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 Canaan XII L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 1,400,000⁽¹⁾

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 1,400,000⁽¹⁾

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,400,000⁽¹⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.99%⁽²⁾

 TYPE OF REPORTING PERSON

 PN

Consists of (i) 703,080 shares of common stock, $0.0001 par value per share, (“Common Stock”) of the Issuer directly held by Canaan XII L.P., a Cayman Islands limited partnership (the “Fund”), and 696,920 shares of Common Stock issuable upon the conversion of Series A preferred stock (“Series A Preferred Stock”) directly held by the Fund. The Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock (“Certificate of Designation”) provides that a holder of Series A Preferred Stock generally has the right to convert each share of Series A Preferred Stock into 70 shares of Common Stock, provided that, subject to certain exceptions, a holder will not have a right to convert Series A Preferred Stock into Common Stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would exceed a beneficial ownership limitation in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Accordingly, the Fund’s ability to convert Series A Preferred Stock (and its resulting beneficial ownership) currently is limited by this conversion blocker.

The percent of class was calculated based on 7,038,241 shares of Common Stock outstanding as of July 19, 2024, as disclosed in the Form S-1 Registration Statement as filed by the Issuer with the Securities and Exchange Commission (“SEC”) on July 19, 2024.

 NAMES OF REPORTING PERSONS

 Canaan Partners XII LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 1,400,000⁽¹⁾

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 1,400,000⁽¹⁾

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,400,000⁽¹⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.99%⁽²⁾

 TYPE OF REPORTING PERSON

 OO

C onsists of (i) 703,080 shares of Common Stock of the Issuer directly held by the Fund, and 696,920 shares of Common Stock issuable upon the conversion of Series A Preferred Stock directly held by the Fund. The Certificate of Designation provides that a holder of Series A Preferred Stock generally has the right to convert each share of Series A Preferred Stock into 70 shares of Common Stock, provided that, subject to certain exceptions, a holder will not have a right to convert Series A Preferred Stock into Common Stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would exceed a beneficial ownership limitation in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Accordingly, the Fund’s ability to convert Series A Preferred Stock (and its resulting beneficial ownership) currently is limited by this conversion blocker. Canaan Partners XII LLC, a Delaware limited liability company (the “General Partner”) is the general partner of the Fund and may be deemed to beneficially own the shares held by the Fund.

The percent of class was calculated based on 7,038,241 shares of Common Stock outstanding as of July 19, 2024, as disclosed in the Form S-1 Registration Statement as filed by the Issuer with the SEC on July 19, 2024.

Item 1.   Issuer

San Diego, California 92121

Item 2.   Filing Person

(ii) Canaan Partners XII LLC, a Delaware limited liability company.

The address of the principal business office of each of the reporting persons is 2765 Sand Hill Road, Menlo Park, California 94025.

Item 3.   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

and (b) Amount beneficially owned:

The Fund directly owns 1,400,000⁽¹⁾ shares of Common Stock, which represents approximately 9.99%⁽²⁾ of the outstanding shares of Common Stock.

The General Partner is the general partner of the Fund and may be deemed to beneficially own 1,400,000 shares of Common Stock, which represents approximately 9.99%⁽²⁾ of the outstanding shares of Common Stock.

Number of shares as to which such person has:

Canaan XII L.P.

Canaan Partners XII LLC

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Consists of (i) 703,080 shares of Common Stock of the Issuer directly held by the Fund, and 696,920 shares of Common Stock issuable upon the conversion of Series A Preferred Stock directly held by the Fund. The Certificate of Designation provides that a holder of Series A Preferred Stock generally has the right to convert each share of Series A Preferred Stock into 70 shares of Common Stock, provided that, subject to certain exceptions, a holder will not have a right to convert Series A Preferred Stock into Common Stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would exceed a beneficial ownership limitation in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Accordingly, the Fund’s ability to convert Series A Preferred Stock (and its resulting beneficial ownership) currently is limited by this conversion blocker. The General Partner is the general partner of the Fund and may be deemed to beneficially own the shares held by the Fund.

The percent of class was calculated based on 7,038,241 shares of Common Stock outstanding as of July 19, 2024, as disclosed in the Form S-1 Registration Statement as filed by the Issuer with the Securities and Exchange Commission on July 19, 2024.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

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

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.