SOUTH SAN FRANCISCO, CA--(Marketwire - June 19, 2012) -
Cytokinetics, Incorporated (NASDAQ: CYTK
) announced today that it is concurrently offering to sell, subject to market and other conditions, (i) shares of its common stock and corresponding warrants to purchase 0.60 of a share of common stock for each share purchased, in an underwritten public offering, and (ii) shares of its Series B Convertible Preferred Stock ("Series B") and corresponding warrants to purchase 600 shares of common stock for each share of Series B purchased, in a separate underwritten public offering. The Series B is non-voting and each share of Series B is convertible into 1000 shares of Cytokinetics common stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.98% of the total number of Cytokinetics shares of common stock then outstanding. All of the shares and warrants in these offerings are to be sold by Cytokinetics.
Cowen and Company, LLC and JMP Securities LLC are acting as joint book-running managers of these offerings.
Each of these offerings is being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission (the "SEC"). For each of these offerings, a preliminary prospectus supplement and accompanying prospectus describing the terms of such offering will be filed with the SEC. Before investing in either of these offerings, interested parties should read in their entirety the corresponding prospectus supplement and the accompanying prospectus and the other documents that Cytokinetics has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about Cytokinetics and such offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only by means of a prospectus supplement and accompanying prospectus forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and accompanying prospectus relating to each of these offerings may be obtained, when available, from Cowen and Company, LLC c/o Broadridge Financial Services., 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, Phone: 631-274-2806, Fax: 631-254-7140, or from JMP Securities LLC, 600 Montgomery Street, 10th Floor, San Francisco, California 94111, Attention: Prospectus Department, (415) 835-8985.
For each of these offerings, Cytokinetics intends to file a preliminary prospectus supplement relating to such offering with the SEC, which will be available along with the prospectus filed with the SEC in connection with the shelf registration on the SEC's website at http://www.sec.gov/.
Cytokinetics is a clinical-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions.
This press release contains forward-looking statements, including statements relating to Cytokinetics' expectations regarding the completion, timing and size of the proposed offerings. These statements are subject to significant risks and uncertainties, actual results could differ materially from those projected and Cytokinetics cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions that may affect either or both of the proposed offerings. There can be no assurance that Cytokinetics will be able to complete either or both of the offerings on the anticipated terms, or at all. Risks and uncertainties relating to Cytokinetics and each of these offerings can be found in the "Risk Factors" section of the preliminary prospectus supplement related to such proposed offering to be filed with the SEC. Cytokinetics undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in Cytokinetics' expectations.