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2020-11-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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): November
20, 2020
Cytokinetics, Incorporated
(Exact Name of Registrant as Specified in Charter)
Delaware |
000-50633 |
94-3291317 |
(State
or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
Number) |
280 East Grand Avenue,
South San Francisco,
California
94080 |
(Address of Principal Executive Offices) (Zip
Code) |
(650)
624-3000
(Registrant’s telephone number, including area code)
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:
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common Stock, par value $0.001 |
CYTK |
The Nasdaq Stock Market LLC |
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 1.02.
Termination of a Material Definitive Agreement.
On
November 20, 2020, Cytokinetics, Incorporated (“Cytokinetics”)
received written notice of termination from Amgen Inc. (“Amgen”) of
the Collaboration and Option Agreement, dated December 29, 2006, by
and between Cytokinetics and Amgen, as amended (the “Agreement”),
pertaining to the discovery, development and commercialization of
novel small molecule therapeutics designed to activate cardiac
muscle, including omecamtiv mecarbil, a novel cardiac myosin
activator, and AMG 594, a novel cardiac troponin activator. The
termination is effective as of May 20, 2021.
Under the terms of the Agreement, Amgen received exclusive,
worldwide rights to develop and commercialize omecamtiv mecarbil
and related compounds, subject to Cytokinetics’ specified
development and commercial participation rights. Cytokinetics was
eligible for potential additional pre-commercialization and
commercialization milestone payments on omecamtiv mecarbil and
other potential products arising from research under the
collaboration, together with royalties.
Amgen generally had discretion to elect whether to pursue or
abandon the development of omecamtiv mecarbil. With Cytokinetics’
consent, Amgen granted a sublicense to Les Laboratoires Servier and
Institut de Recherches Internationales Servier (“Servier”) to
commercialize omecamtiv mecarbil in Europe and the Commonwealth of
Independent States, including Russia. In August 2016, Cytokinetics
entered into a letter agreement with Amgen and Servier, which
provides that if Amgen’s rights to omecamtiv mecarbil are
terminated, (i) the sublicensed rights previously granted by
Amgen to Servier with respect to omecamtiv mecarbil, will remain in
effect and become a direct license or sublicense of such rights by
Cytokinetics to Servier, on substantially the same terms as those
in the Option, License and Collaboration Agreement between Amgen
and Servier, and (ii) Amgen will, at Cytokinetics’ election,
transfer to Cytokinetics or its designee (including Servier)
certain ongoing development activities.
Pursuant to the terms of the Agreement, upon the effective date of
Amgen’s termination, research, development and commercialization
rights for compounds, including omecamtiv mecarbil and AMG 594,
will transition to Cytokinetics. In addition, Amgen will have
certain obligations set forth in the Agreement, including:
cooperating with Cytokinetics and its designee(s) to facilitate a
reasonably smooth, orderly and prompt transition of the programs,
including transfer and assignment to Cytokinetics of specified
regulatory filings, data and other information; if requested by
Cytokinetics, transferring inventory of compounds to Cytokinetics
at Cytokinetics’ expense; to the extent possible and requested by
Cytokinetics, assigning relevant third-party manufacturing
agreements to Cytokinetics; and granting to Cytokinetics exclusive
and non-exclusive licenses to certain intellectual property
rights.
The
foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement and the amendments thereto, copies of which have been
previously filed as (i) Exhibit 10.63 to Cytokinetics’ Annual
Report on Form 10-K filed with the Securities and Exchange
Commission (the “SEC”) on March 12, 2007, (ii) Exhibit 10.62
to Cytokinetics’ Annual Report on Form 10-K filed with the SEC on
March 12, 2009, (iii) Exhibit 10.63 to Cytokinetics’ Annual
Report on Form 10-K filed with the SEC on March 12, 2009,
(iv) Exhibit 10.65 to Cytokinetics’ Annual Report on Form 10-K
filed with the SEC on March 12, 2009, (v) Exhibit 10.67 to
Cytokinetics’ Annual Report on Form 10-K filed with the SEC on
March 12, 2009, (vi) Exhibit 10.66 to Cytokinetics’
Annual Report on Form 10-K filed with the SEC on March 11, 2011,
(vii) Exhibit 10.46 to Cytokinetics’ Quarterly Report on Form
10-Q filed with the SEC on August 7, 2013, (viii) Exhibit
10.41 to Cytokinetics’ Quarterly Report on Form 10-Q filed with the
SEC on May 4, 2015, (ix) Exhibit 10.49 to Cytokinetics’ Annual
Report on Form 10-K filed with the SEC on March 7, 2019, and
(x) Exhibit 10.50 to Cytokinetics’ Annual Report on Form 10-K
filed with the SEC on March 7, 2019, and such disclosure is
incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
|
CYTOKINETICS, INCORPORATED |
|
|
|
|
Date: November 23, 2020 |
By: /s/
Ching Jaw |
|
Ching
Jaw |
|
Senior Vice
President, Chief Financial Officer |
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