CYTK Cytokinetics Inc

Item 1.01 Entry into a Material Definitive Agreement.

On November 3, 2017, Cytokinetics, Incorporated (the “Company”) entered into a Controlled Equity Offering ^SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (“Cantor Fitzgerald”), pursuant to which the Company may offer and sell, from time to time through Cantor Fitzgerald, shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $75.0 million (the “Shares”). Under the Sales Agreement, Cantor Fitzgerald may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market or any other existing trading market for the Common Stock. The Company may instruct Cantor Fitzgerald not to sell Shares if the sales cannot be effected at or above the price designated by us from time to time.

The issuance and sale of the Shares under the Sales Agreement, if any, will be made pursuant to the Company’s effective registration on Form S-3 (File No. 333-221350), which was filed with the Securities and Exchange Commission and became automatically effective on November 3, 2017, and the related prospectus.

The Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Cantor Fitzgerald or by the Company, as permitted therein.

The Company will pay Cantor Fitzgerald a commission rate of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor Fitzgerald with customary indemnification and contribution rights. The Company will also reimburse Cantor Fitzgerald for certain specified expenses in connection with entering into the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the common stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.