SEC Form 8-K filed by Cytokinetics Incorporated
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| ITEM 8.01 | Other Events. |
Underwriting Agreement
On May 6, 2026, Cytokinetics, Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale (the “Offering”) of 9,859,155 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $71.00 per share of Common Stock. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,478,873 shares of Common Stock at the public offering price (the “Option”), which the Underwriters exercised in full on May 7, 2026.
The net proceeds to the Company from the Offering are approximately $760.2 million, which includes the proceeds from the exercise of the Option after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The Offering was made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-285376), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2025 and automatically became effective upon filing. A final prospectus supplement dated May 6, 2026 relating to and describing the terms of the Offering was filed with the SEC on May 7, 2026. A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the shares of Common Stock issued in the Offering is filed herewith as Exhibit 5.1.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated as of May 6, 2026, by and among Cytokinetics, Incorporated, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Jefferies LLC. | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP. | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CYTOKINETICS, INCORPORATED | ||||||
| Date: May 8, 2026 | By: | /s/ John O. Faurescu | ||||
| John O. Faurescu | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||