DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus supplement, our authorized capital stock consists of 173,000,000 shares. Those shares consist of 163,000,000 shares
designated as common stock, $0.001 par value, and 10,000,000 shares designated as preferred stock, $0.001 par value. As of June 30, 2019, there were 58,056,495 shares of common stock issued and outstanding.
The following is a summary description of the material terms of our capital stock. The description of capital stock is intended as a summary and is qualified
in its entirety by reference to our certificate of incorporation and our bylaws.
Common Stock
Voting Rights
Holders of common stock are entitled to
one vote for each share held of record on all matters submitted to a vote of stockholders. Upon any liquidation, dissolution or winding up of our business, the holders of common stock are entitled to share equally in all assets available for
distribution after payment of all liabilities and provision for liquidation preference of shares of preferred stock then outstanding. Holders of common stock have no preemptive rights or rights to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the common stock. Holders of common stock are entitled to receive dividends declared by the board of directors, out of funds legally available for the payment of dividends,
subject to the rights of holders of preferred stock. Currently, we are not paying dividends.
Our common stock is listed on The Nasdaq Global Select
Market under the symbol CYTK. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. Computershare Trust Company, N.A.s address is 250 Royall Street, Canton, Massachusetts 02021.
All outstanding shares of common stock are fully paid and
non-assessable,
and all shares of common stock offered by
this prospectus supplement, or issuable upon conversion or exercise of securities, will, when issued, be validly issued and fully paid and
non-assessable.
Preferred Stock
Pursuant to our certificate of
incorporation, our board of directors has the authority, without further approval by our stockholders, to designate and issue up to 10,000,000 shares of preferred stock in one or more series. Our board of directors previously designated 8,070 of the
authorized shares of preferred stock as Series A convertible preferred stock, and 23,026 of the authorized shares of preferred stock as Series B convertible preferred stock, none of which are currently outstanding. Our board of directors may
designate the powers, preferences and rights, and the qualifications, limitations or restrictions of each series of preferred stock, including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and liquidation preferences, any or all of which may be greater than the rights of the common stock. Thus, without stockholder approval, our board of directors could authorize the
issuance of preferred stock with voting, conversion and other rights that could dilute the voting power and other rights of holders of our common stock, and may have the effect of decreasing the market price of the common stock.
Anti-Takeover Effects of Some Provisions of Delaware Law
Provisions of Delaware law and our certificate of incorporation and our bylaws could make the acquisition of our company through a tender offer, a proxy
contest or other means more difficult and could make the removal of incumbent officers and directors more difficult. We expect these provisions to discourage coercive takeover practices and inadequate takeover bids and to encourage persons seeking
to acquire control of our company to first negotiate with our board of directors. We believe that the benefits provided by our ability to negotiate with the proponent of an unfriendly or unsolicited proposal outweigh the disadvantages of
discouraging these proposals. We believe the negotiation of an unfriendly or unsolicited proposal could result in an improvement of its terms.
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