PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 6, 2019
$120,000,000
4.00% Convertible Senior Notes due 2026
Offering Price 100%
We are
offering $120,000,000 aggregate principal amount of our 4.00% convertible senior notes due 2026, or the notes. In addition, we have granted the underwriters an option, exercisable for a period of 30 days from the date of this prospectus
supplement, to purchase up to an additional $18,000,000 aggregate principal amount of notes, solely to cover over-allotments. The notes will mature on November 15, 2026, unless earlier repurchased, redeemed or converted.
We will pay interest on the notes at an annual rate of 4.00%, payable semi-annually in arrears on May 15 and November 15 of
each year, beginning on May 15, 2020.
Noteholders may convert their notes at their option only in the following
circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price per share of our common stock for each of at least 20
trading days, whether or not consecutive, during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price on the applicable trading
day; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the measurement period) if the trading price (as defined in this prospectus
supplement) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such
trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in this prospectus supplement; (4) if we call the notes for redemption; and (5) at any time from, and including,
July 15, 2026 until the close of business on the scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares
of our common stock, at our election, based on the applicable conversion rate(s). The initial conversion rate is 94.7811 shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $10.55 per
share, and is subject to adjustment as described in this prospectus supplement. If a make-whole fundamental change (as defined in this prospectus supplement) occurs, then we will in certain circumstances increase the conversion rate for
a specified period of time.
The notes will be redeemable, in whole or in part, at our option at any time, and from
time to time, on or after November 20, 2023 and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not
consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. In
addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is
converted after it is called for redemption.
If a fundamental change (as defined in this prospectus
supplement) occurs, then, except as described in this prospectus supplement, noteholders may require us to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid
interest, if any, to, but excluding, the fundamental change repurchase date.
The notes will be our general unsecured
obligations and will: rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the notes; rank equal in right of payment with all of our indebtedness that is not so subordinated; effectively
rank junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and rank structurally junior to all indebtedness and other liabilities of our subsidiaries (including trade payables, but excluding
intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with generally accepted accounting principles, or GAAP).
No public market currently exists for the notes, and we do not intend to apply to list the notes on any securities exchange or for
quotation on any inter-dealer quotation system. Our common stock is listed on The Nasdaq Global Select Market under the symbol CYTK. On November 7, 2019, the last reported sale price of our common stock was $8.275 per share.
|
|
|
|
|
|
|
|
|
|
|
Per note
|
|
|
Total
|
|
Public offering
price(1)
|
|
|
$1,000.00
|
|
|
|
$120,000,000
|
|
Underwriting
discount(2)
|
|
|
$30.00
|
|
|
|
$3,600,000
|
|
Proceeds, before expenses, to us
|
|
|
$970.00
|
|
|
|
$116,400,000
|
|
(1)
|
Plus accrued interest, if any, from November 13, 2019.
|
(2)
|
See Underwriting for additional disclosure regarding underwriting discounts
and commissions and estimated expenses.
|
Investing in the notes involves risks. See Risk
Factors beginning on page S-18.
Neither the Securities and Exchange Commission nor any state or foreign
securities commission or regulatory authority has approved or disapproved of the notes or the shares of our common stock, if any, issuable upon the conversion of the notes or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
We expect to deliver the notes in
book-entry form through the facilities of The Depository Trust Company on or about November 13, 2019.
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
|
|
Mizuho Securities
|
|
|
|
|
|
JMP Securities
|
|
|
|
|
|
|
|
H.C. Wainwright & Co.
|
|
|
Prospectus supplement dated November 7, 2019.