Current Report Filing (8-k)
May 09 2017 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 8, 2017
Cytokinetics, Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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000-50633
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94-3291317
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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280 East Grand Avenue, South San
Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (650) 624 - 3000
Not Applicable
Former
name or former address, if changed since last report
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 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 Companys 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 pursuant to the Companys 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 Companys 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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Cytokinetics, Incorporated
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May 9, 2017
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By:
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/s/ Sharon A. Barbari
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Name:
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Sharon A. Barbari
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Title:
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Executive Vice President Finance and Chief Financial Officer
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Exhibit Index
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated May 8, 2017
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1)
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99.1
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Press Release dated May 8, 2017, regarding pricing of public offering
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