SOUTH SAN FRANCISCO, CA, Jun 20, 2012 (MARKETWIRE via COMTEX) --Cytokinetics, Incorporated (NASDAQ: CYTK) announced today the
pricing of concurrent, separate underwritten offerings of (i) 55.9M
shares of its common stock and accompanying warrants to purchase 0.6
shares of common stock for each share purchased at a price to the
public of $0.76 for each share of common stock and accompanying
warrant, expected gross proceeds of $42.5M, and (ii) 23,026 shares of
its Series B Convertible Preferred Stock ("Series B") and
accompanying warrants to purchase 600 shares of common stock for each
share of Series B purchased, at a price to the public of $760.00 for
each share of Series B and accompanying warrants, for expected gross
proceeds of $17.5M. 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. The
warrants in both offerings are exercisable at an exercise price of
$0.88 per share beginning on the date of issuance and will expire on
the fifth anniversary of the date of issuance. All of the shares of
common stock, Series B and warrants in these offerings are to be sold
by Cytokinetics. The common stock and accompanying warrant offering
and the Series B and accompanying warrant offering are being
conducted as separate public offerings by means of separate
prospectus supplements, and neither offering is contingent upon the
consummation of the other. Cytokinetics expects to receive combined
gross proceeds of approximately $60.0M from these offerings, before
deducting the estimated expenses. These offerings are expected to
close on June 25, 2012, subject to customary closing conditions.
Cowen and Company, LLC and JMP Securities LLC are acting as joint
book-running managers and Canaccord Genuity Inc. and Needham &
Company are acting as co-managers of the 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 offering, a prospectus
supplement and accompanying prospectus describing the terms of such
offering will be filed with the SEC. Before investing in either
offering, interested parties should read in their entirety the
prospectus supplement and the accompanying prospectus for such
offering 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 shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
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
prospectus supplements and accompanying prospectus relating to the
offering 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 final
prospectus supplement relating to the 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/.
About Cytokinetics
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
satisfaction of the closing conditions for each offering, the
estimated proceeds from each offering and the anticipated use of the
proceeds from each offering. There can be no assurance that
Cytokinetics will be able to complete either or both offerings on the
anticipated terms, or at all. Additional risks and uncertainties
relating to Cytokinetics and to each offering can be found in the
"Risk Factors" section of the preliminary prospectus supplement
related to such offering 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.
Contact
Jodi L. Goldstein
Manager, Marketing & Corporate Communications
(650) 624-3000
SOURCE: Cytokinetics, Inc.
