Cytokinetics raises $760.2M in stock offering

Cytokinetics, Incorporated entered into an underwriting agreement for a public offering of 9,859,155 shares of its common stock at a public offering price of $71.00 per share.

Rhea-AI Filing Summary

Cytokinetics, Incorporated entered into an underwriting agreement for a public offering of 9,859,155 shares of its common stock at a public offering price of $71.00 per share.

The underwriters received a 30-day option to buy up to an additional 1,478,873 shares, which they fully exercised on May 7, 2026. After underwriting discounts, commissions and estimated expenses, net proceeds to Cytokinetics from the offering are approximately $760.2 million, providing substantial new capital to the company.

Insights

Equity capital markets analyst

Cytokinetics raises about $760M via sizable follow-on stock sale.

Cytokinetics completed a large underwritten public stock offering, selling 9,859,155 shares at $71.00 each, with underwriters fully exercising an option for 1,478,873 additional shares. Net proceeds of approximately $760.2 million significantly increase the company’s cash resources.

This transaction brings in primary equity capital but also expands the share count, which can dilute existing holders. The deal was executed off an automatic shelf registration on Form S-3, using a final prospectus supplement dated May 6, 2026, and involves major underwriters such as Morgan Stanley, Goldman Sachs, J.P. Morgan and Jefferies.

The balance between added financial flexibility and dilution depends on how effectively the company deploys the new funds. Future disclosures in periodic reports and investor materials may provide more detail on how this capital supports operations, development programs or other corporate purposes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Primary shares offered: 9,859,155 shares Underwriters’ option shares: 1,478,873 shares Offering price: $71.00 per share +3 more

6 metrics

Primary shares offered 9,859,155 shares Public offering of common stock

Underwriters’ option shares 1,478,873 shares 30-day option, exercised in full May 7, 2026

Offering price $71.00 per share Public offering price for common stock

Net proceeds $760.2 million After discounts, commissions and estimated expenses

Shelf registration form Form S-3, File No. 333-285376 Automatic shelf used for the offering

Prospectus supplement date May 6, 2026 Final prospectus supplement describing terms

Key Terms

Underwriting Agreement, public offering, automatic shelf registration statement, prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

public offering financial

"relating to the public offering, issuance and sale (the “Offering”) of 9,859,155 shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

automatic shelf registration statement regulatory

"The Offering was made pursuant to an automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"A final prospectus supplement dated May 6, 2026 relating to and describing the terms of the Offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification obligations financial

"The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations"

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cytokinetics (CYTK) announce in this 8-K filing?

Cytokinetics announced a public underwritten offering of common stock. The company sold 9,859,155 shares at $71.00 per share and granted underwriters a 30-day option for 1,478,873 additional shares, which was fully exercised, generating approximately $760.2 million in net proceeds.

How much capital did Cytokinetics (CYTK) raise in the stock offering?

Cytokinetics raised approximately $760.2 million in net proceeds from the offering. This figure includes the shares sold under the fully exercised underwriters’ option and is calculated after deducting underwriting discounts, commissions, and estimated offering expenses paid by the company.

What were the terms of Cytokinetics’ (CYTK) common stock offering?

Cytokinetics sold 9,859,155 shares of common stock at a public offering price of $71.00 per share. Underwriters also received a 30-day option to purchase up to 1,478,873 additional shares at the same price, and they exercised this option in full on May 7, 2026.

Which banks underwrote the Cytokinetics (CYTK) equity offering?

The equity offering was underwritten by a syndicate led by Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Jefferies LLC. These firms acted as representatives of the several underwriters named in the underwriting agreement dated May 6, 2026.

Under what registration did Cytokinetics (CYTK) conduct this offering?

The offering was conducted under an automatic shelf registration statement on Form S-3, File No. 333-285376. This registration was filed with the U.S. Securities and Exchange Commission on February 27, 2025 and became effective automatically upon filing, enabling the company to issue the shares.

What legal opinions were filed with Cytokinetics’ (CYTK) 8-K for this offering?

Cytokinetics filed an opinion from Gibson, Dunn & Crutcher LLP as Exhibit 5.1, addressing the validity of the common stock issued. A related consent from the same firm was included as Exhibit 23.1, supporting the legal framework for the registered shares in the public offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:05 PM Learn about SEC filing dates

CYTOKINETICS INC false 0001061983 0001061983 2026-05-06 2026-05-06

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): May 6, 2026

Cytokinetics, Incorporated

(Exact name of Registrant as Specified in Its Charter)

Delaware		000-50633		94-3291317
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

350 Oyster Point Boulevard
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, $0.001 par value		CYTK		The Nasdaq Global Select Market

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 8.01 Other Events.

Underwriting Agreement

On May 6, 2026, Cytokinetics, Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering, issuance and sale (the “Offering”) of 9,859,155 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $71.00 per share of Common Stock. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,478,873 shares of Common Stock at the public offering price (the “Option”), which the Underwriters exercised in full on May 7, 2026.

The net proceeds to the Company from the Offering are approximately $760.2 million, which includes the proceeds from the exercise of the Option after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Offering was made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-285376), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2025 and automatically became effective upon filing. A final prospectus supplement dated May 6, 2026 relating to and describing the terms of the Offering was filed with the SEC on May 7, 2026. A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the shares of Common Stock issued in the Offering is filed herewith as Exhibit 5.1.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement, dated as of May 6, 2026, by and among Cytokinetics, Incorporated, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Jefferies LLC.
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 8, 2026				By:		/s/ John O. Faurescu
						John O. Faurescu
						Senior Vice President, Deputy General Counsel and Corporate Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 175.3 KB
• EX-5.1 EX-5.1 5.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB