SOUTH SAN FRANCISCO, CA, Jun 19, 2012 (MARKETWIRE via COMTEX) --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/.
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
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.
Contact:
Jodi L. Goldstein
Manager, Marketing & Corporate Communications
(650) 624-3000
SOURCE: Cytokinetics, Inc.