Amended Statement of Beneficial Ownership (sc 13d/a)
February 14 2020 - 1:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
CymaBay Therapeutics, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
23257D103
(CUSIP Number)
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
February 12, 2020
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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).
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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5,501,130
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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5,501,130
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,501,130
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.0%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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ENGINE JET CAPITAL, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,186,123
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,186,123
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,186,123
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.7%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL MANAGEMENT, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,687,253
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,687,253
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,687,253
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL MANAGEMENT GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,687,253
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,687,253
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,687,253
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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ENGINE INVESTMENTS, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,687,253
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,687,253
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,687,253
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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ARNAUD AJDLER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BELGIUM
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,687,253
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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|
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REPORTING
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- 0 -
|
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PERSON WITH
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9
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|
SOLE DISPOSITIVE POWER
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6,687,253
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,687,253
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
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9.7%
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|
14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Items 3 is hereby
amended and restated to read as follows:
The Shares purchased
by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 5,501,130
Shares beneficially owned by Engine Capital is approximately $8,395,269, including brokerage commissions. The aggregate purchase
price of the 1,186,123 Shares beneficially owned by Engine Jet is approximately $1,809,546, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
On February 14, 2020,
the Reporting Persons delivered a letter to the Issuer’s Board of Directors. The full text of the letter is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 68,701,043 Shares outstanding, as of October 31, 2019, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2019.
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(a)
|
As of the date hereof, Engine Capital directly owned 5,501,130 Shares.
|
Percentage: Approximately 8.0%
|
(b)
|
1. Sole power to vote or direct vote: 5,501,130
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,501,130
4. Shared power to dispose or direct the disposition: 0
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|
(c)
|
The transactions in the Shares by Engine Capital during the past sixty (60) days are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the date hereof, Engine Jet directly owned 1,186,123 Shares.
|
Percentage: Approximately 1.7%
|
(b)
|
1. Sole power to vote or direct vote: 1,186,123
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,186,123
4. Shared power to dispose or direct the disposition: 0
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|
(c)
|
The transactions in the Shares by Engine Jet during the past sixty (60) days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed
to beneficially own the 6,687,253 Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
9.7%
|
(b)
|
1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Engine Management has not entered into any transactions in the Shares during the past sixty (60)
days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set
forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 6,687,253
Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
9.7%
|
(b)
|
1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Engine GP has not entered into any transactions in the Shares during the past sixty (60) days.
The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed
to beneficially own the 6,687,253 Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
9.7%
|
(b)
|
1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Engine Investments has not entered into any transactions in the Shares during the past sixty (60)
days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set
forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr. Ajdler, as the managing partner of Engine Management, and the managing member of each of Engine
GP and Engine Investments, may be deemed to beneficially own the 6,687,253 Shares owned in the aggregate by Engine Capital and
Engine Jet.
|
Percentage: Approximately
9.7%
|
(b)
|
1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days.
The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth
in Schedule A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended
to add the following exhibit:
|
99.1
|
Letter to the Board of Directors, dated February 14, 2020.
|
SIGNATURES
After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 2020
|
Engine Capital, L.P.
|
|
|
|
By:
|
Engine Investments, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Jet Capital, L.P.
|
|
|
|
By:
|
Engine Investments, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Capital Management, LP
|
|
|
|
By:
|
Engine Capital Management GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Capital Management GP, LLC
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Investments, LLC
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
/s/ Arnaud Ajdler
|
|
Arnaud Ajdler
|
SCHEDULE A
Transactions in the Shares During
the Past Sixty (60) Days
Nature of Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
Engine
Capital, L.P.
Purchase of Common Stock
|
39,808
|
1.5500
|
02/03/2020
|
Purchase of Common Stock
|
41,131
|
1.5387
|
02/04/2020
|
Purchase of Common Stock
|
30,000
|
1.5592
|
02/07/2020
|
Purchase of Common Stock
|
43,963
|
1.5427
|
02/10/2020
|
Purchase of Common Stock
|
19,000
|
1.5482
|
02/11/2020
|
Purchase of Common Stock
|
18,950
|
1.5482
|
02/11/2020
|
Purchase of Common Stock
|
1,224,818
|
1.5000
|
02/12/2020
|
Engine
JET Capital, L.P.
Purchase of Common Stock
|
8,584
|
1.5500
|
02/03/2020
|
Purchase of Common Stock
|
8,869
|
1.5387
|
02/04/2020
|
Purchase of Common Stock
|
4,086
|
1.5482
|
02/11/2020
|
Purchase of Common Stock
|
264,110
|
1.5000
|
02/12/2020
|
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