Cytokinetics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Cytokinetics (CYTK) has announced inducement grants to 13 new employees who joined in January 2025. The grants include:

- 64,587 stock options at $49.46 per share (closing price on January 31, 2025), vesting over 4 years with a 10-year term
- 41,939 restricted stock units (RSUs) vesting over 3 years (40% in year 1, 40% in year 2, 20% in year 3)
- 6,066 performance stock units (PSUs) tied to two performance goals

The PSUs will be earned based on achievement of two performance goals, with 50% of earned shares vesting upon Committee certification and the remaining 50% one year later. All grants were made under Nasdaq Listing Rule 5635(c)(4) as material inducements to employment.

Positive

• Company demonstrates ability to attract new talent with equity compensation
• Structured vesting schedule promotes employee retention over 3-4 years

Negative

• Potential dilution of existing shareholders through new equity grants

SOUTH SAN FRANCISCO, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) -- Cytokinetics, Incorporated (Nasdaq: CYTK) today announced that on January 31, 2025 it granted stock options to purchase an aggregate of 64,587 shares of common stock, 41,939 restricted stock units (RSUs) that will be settled in shares of common stock upon vesting and 6,066 performance stock units (PSUs) that, if earned, will be settled in shares of common stock upon vesting to 13 employees, whose employment commenced in January 2025, as a material inducement to their employment.

The RSUs will vest over 3 years, with 40% of the RSUs vesting on the first anniversary of the applicable grant date, an additional 40% of the RSUs vesting on the second anniversary of the grant date and the final 20% vesting on the third anniversary of the grant date, in each case, subject to each respective employee’s continued service with the Company. The stock options that were granted are subject to an exercise price of $49.46 per share, which is equal to the closing price of the Company’s common stock on January 31, 2025, and will vest over 4 years, with 1/4^th of the shares underlying the employee’s option vesting on the one-year anniversary of the grant date and the remaining shares thereafter vesting in monthly installments at a rate of 1/48th of the shares underlying such stock options over the subsequent 36 months, subject to each respective employee’s continued service with the Company. The stock options have a 10-year term. The PSU award is subject to two performance goals and will be earned as to up to 50% of the number of shares subject to the PSU award upon the certification by Compensation and Talent Committee of the Company’s Board of Directors (Committee) that the Company has achieved the first performance goal and as to up to 50% of the number of shares subject to the PSU award upon the certification by the Committee that the Company has achieved the second performance goal. The earned shares will vest as to 50% of the earned shares on applicable Committee certification date and as to 50% of the earned shares following the one-year anniversary of the applicable Committee certification date, subject to the respective employee’s continued service with the Company. These awards are subject to the terms and conditions of the Company's Amended and Restated 2004 Equity Incentive Plan and the applicable award agreements pursuant to which the awards were granted.  

The stock options, RSUs and PSUs were granted as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4).

About Cytokinetics

Cytokinetics is a late-stage, muscle biology specialty biopharmaceutical company focused on discovering, developing and commercializing muscle biology-directed drug candidates as potential treatments for debilitating diseases in which muscle performance is compromised. As a leader in muscle biology and the mechanics of muscle performance, Cytokinetics is intent on meaningfully improving the lives of patients through global access to innovative medicines. Cytokinetics is readying for potential regulatory approvals and commercialization of aficamten, a potential next-in-class cardiac myosin inhibitor following positive results from SEQUOIA-HCM, the pivotal Phase 3 clinical trial in patients with obstructive hypertrophic cardiomyopathy (HCM). Aficamten is also being evaluated in additional clinical trials enrolling patients with obstructive and non-obstructive HCM. Cytokinetics is also developing omecamtiv mecarbil, a cardiac myosin activator, in patients with heart failure with severely reduced ejection fraction (HFrEF), CK-586, a cardiac myosin inhibitor with a mechanism of action distinct from aficamten, for the potential treatment of heart failure with preserved ejection fraction (HFpEF) and CK-089, a fast skeletal muscle troponin activator with potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired skeletal muscle function.

For additional information about Cytokinetics, visit www.cytokinetics.com and follow us on X, LinkedIn, Facebook and YouTube.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). Cytokinetics disclaims any intent or obligation to update these forward-looking statements and claims the protection of the Act's Safe Harbor for forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Cytokinetics' and its partners' research and development activities of Cytokinetics’ product candidates. Such statements are based on management's current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to the risks related to Cytokinetics' business outlined in Cytokinetics' filings with the Securities and Exchange Commission particularly under the caption “Risk Factors” in Cytokinetics’ latest Annual Report on Form 10-K. Forward-looking statements are not guarantees of future performance, and Cytokinetics' actual results of operations, financial condition and liquidity, and the development of the industry in which it operates, may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that Cytokinetics makes in this press release speak only as of the date of this press release. Cytokinetics assumes no obligation to update its forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

CYTOKINETICS® and the CYTOKINETICS and C-shaped logo are registered trademarks of Cytokinetics in the U.S. and certain other countries.

Contact:
Cytokinetics
Diane Weiser
Senior Vice President, Corporate Affairs
(415) 290-7757

FAQ

How many shares of CYTK stock options were granted as inducement awards in January 2025?

Cytokinetics granted stock options to purchase 64,587 shares of common stock as inducement awards in January 2025.

What is the exercise price for CYTK stock options granted on January 31, 2025?

The stock options were granted with an exercise price of $49.46 per share, equal to CYTK's closing price on January 31, 2025.

What is the vesting schedule for CYTK's RSUs granted in January 2025?

The RSUs vest over 3 years with 40% vesting after year 1, 40% after year 2, and 20% after year 3, subject to continued employment.

How do the CYTK performance stock units (PSUs) vest?

The PSUs vest based on two performance goals, with 50% of earned shares vesting upon Committee certification and 50% one year later.