Cytokinetics, Incorporated (NASDAQ:CYTK) Files An 8-K Other EventsItem 8.01 Other Events.
On May 8, 2017, Cytokinetics, Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) relating to an underwritten public offering, for the issuance and sale of 5,260,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”). The price to the public in this offering is $14.25 per share, before underwriting discounts and commissions. The estimated gross public offering proceeds will be approximately $75.0 million. The Company expects the net proceeds from the sale of the Shares to be approximately $71.7 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. The offering is expected to close on or about May 12, 2017, subject to customary closing conditions contained in the Underwriting Agreement. In addition, the Company granted to Morgan Stanley under the terms of the Underwriting Agreement, an option, exercisable for 30 days, to purchase up to an additional 789,000 shares of its common stock under the same terms and conditions solely to cover over-allotments, if any.
The offering is being made to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-215147), including the prospectus dated January 25, 2017 contained therein, as the same has been supplemented.
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, 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. Subject to certain exceptions, the Company and all of the Company’s directors and executive officers also agreed to not sell or transfer any common stock of the Company for 90 days after May 8, 2017 without first obtaining the consent of Morgan Stanley.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this report and is incorporated herein by reference, and the foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated May 8, 2017
5.1 Opinion of Cooley LLP
23.1 Consent of Cooley LLP (included in Exhibit 5.1)
99.1 Press Release dated May 8, 2017, regarding pricing of public offering
About Cytokinetics, Incorporated (NASDAQ:CYTK)
Cytokinetics, Incorporated is a late-stage biopharmaceutical company. The Company is focused on discovering, developing and commercializing first-in-class muscle activators as potential treatments for debilitating diseases in which muscle performance is compromised and/or declining. It is focused on the discovery and development of small molecule therapeutics that modulate muscle function for the treatment of serious diseases and medical conditions. Its drug candidates, which are in clinical development include tirasemtiv, CK-2127107 and omecamtiv mecarbil. Its tirasemtiv and CK-2127107 are skeletal muscle troponin activators. It is developing tirasemtiv drug candidate for the treatment of Amyotrophic lateral sclerosis (ALS). The Company is developing CK-2127107 for the potential treatment of spinal muscular atrophy, chronic obstructive pulmonary disease and ALS. The Omecamtiv mecarbil is a cardiac muscle myosin activator, which is being evaluated for the treatment of heart failure. Cytokinetics, Incorporated (NASDAQ:CYTK) Recent Trading Information
Cytokinetics, Incorporated (NASDAQ:CYTK) closed its last trading session down -1.35 at 14.30 with 4,715,163 shares trading hands.