VISION IN MOTION
ANNUAL REPORT 2024
7REHWKHbOHDGLQJPXVFOHIRFXVHG
VSHFLDOW\ELRSKDUPDFRPSDQ\
LQWHQWRQPHDQLQJIXOO\LPSURYLQJ
WKHOLYHVRISDWLHQWVWKURXJK
JOREDODFFHVVWRRXU
LQQRYDWLYHPHGLFLQHV
VISION2030
Empowering Muscle, Empowering Lives
INNOVATION
Advance 2 approved products across
3 indications and 10 NMEs in our pipeline
IGNITION
Achieve broad access and rapid use of our medicines in
>15 countries throughout North America and Europe
IMPACT
Reach >100,000 patients globally with our medicines
Foster a patient-centric culture with emphasis
on equitable access
INSPIR
I ATION
INGENUITY
Extend leadership in muscle biology
deploying multiple therapeutic modalities
DEAR SHAREHOLDER,
'HPRQVWUDWLQJSURJUHVVLVDERXW
HPEUDFLQJWKHVWHSVDORQJWKHMRXUQH\
DQG OLNH D FDUHIXOO\ FKRUHRJUDSKHG
SHUIRUPDQFH
UHTXLUHV
SODQQLQJ
SUHFLVLRQ FRRUGLQDWLRQ DQG ȵXLGLW\
$W
&\WRNLQHWLFV
HYHU\
LQLWLDWLYH
FRQWULEXWHV WR D FRPSRVLWLRQ RI
V\QFKURQL]HG PRWLRQ ZLWK HDFK
IRUZDUGPRYHPHQWEXLOGLQJRQWKHODVW
WRSURSHOXVWRZDUGRXUJRDOV$W&\WRNLQHWLFVZHVHHNWRDOLJQ
DOOHOHPHQWVRIVWUDWHJ\DQGH[HFXWLRQWRHQVXUHWKDWHYHU\
PLOHVWRQHEULQJVXVFORVHUWRUHDOL]LQJRXU9LVLRQZKLFK
IRUHVHHVXVEHFRPLQJWKHOHDGLQJPXVFOHIRFXVHGVSHFLDOW\
ELRSKDUPDFHXWLFDO FRPSDQ\ LQWHQW RQ PHDQLQJIXOO\
LPSURYLQJWKHOLYHVRISDWLHQWVWKURXJKJOREDODFFHVVWRRXU
LQQRYDWLYHPHGLFLQHVΖQZHPDGHLPSRUWDQWSURJUHVV
OD\LQJWKHIRXQGDWLRQIRUH[HFXWLQJRQWKLVDPELWLRXVYLVLRQ
0RVWQRWDEOHDPRQJRXUDFKLHYHPHQWVLQZHUH
UHJXODWRU\VXEPLVVLRQVIRUDȴFDPWHQLQWKH86(XURSHDQG
&KLQD7KHȴOLQJVZHUHVXSSRUWHGE\SRVLWLYHUHVXOWVIURP
6(482Ζ$+&0WKHSLYRWDO3KDVHFOLQLFDOWULDORIDȴFDPWHQLQ
REVWUXFWLYH+&0ZKLFKZHUHSUHVHQWHGHDUOLHULQWKH\HDU
DQGVLPXOWDQHRXVO\SXEOLVKHGLQWKH1HZ(QJODQG-RXUQDORI
0HGLFLQH1RZZLWKWKH1'$DFFHSWHGE\)'$LQWKH86ZH
DUHDFWLYHO\HQJDJLQJ)'$LQDGYDQFHRIRXU3'8)$GDWHRI
6HSWHPEHUZKLOHDOVRLQWHUDFWLQJZLWKUHJXODWRU\
DXWKRULWLHVLQ(XURSHDQG&KLQDWRHQDEOHJOREDODFFHVVIRU
DȴFDPWHQΖQSUHSDUDWLRQIRUSRWHQWLDODSSURYDOVWKURXJKRXW
ZHDFFHOHUDWHGFRPPHUFLDOODXQFKUHDGLQHVVDFWLYLWLHV
VFDOHG LQIUDVWUXFWXUH DQG VWUHQJWKHQHG RXU FDSDELOLWLHV
DKHDGRIWKLVH[SHFWHGNH\EXVLQHVVWUDQVIRUPDWLRQ
:HDOVRFRQWLQXHGWRDGYDQFHWKHFOLQLFDOGHYHORSPHQW
SURJUDP IRU DȴFDPWHQ :H FRPSOHWHG HQUROOPHQW LQ
0$3/(+&0WKH3KDVHFOLQLFDOWULDOHYDOXDWLQJDȴFDPWHQDV
PRQRWKHUDS\FRPSDUHGWRPHWRSURORODVPRQRWKHUDS\LQ
SDWLHQWVZLWKREVWUXFWLYH+&0DQGH[SHFWWRVKDUHWRSOLQH
UHVXOWVLQ4:HDOVRSURJUHVVHG$&$&Ζ$+&0WKH
SLYRWDO3KDVHFOLQLFDOWULDORIDȴFDPWHQLQQRQREVWUXFWLYH
+&0DUDSLGO\JURZLQJVHJPHQWRIWKH+&0SRSXODWLRQDQG
VWDUWHG&('$5+&0HYDOXDWLQJDȴFDPWHQLQSHGLDWULFSDWLHQWV
ZLWKREVWUXFWLYH+&07KHVHFOLQLFDOWULDOVFRXOGHQDEOHSRWHQWLDO
ODEHOH[SDQVLRQDQGIXUWKHUSURGXFWOLIHF\FOHPDQDJHPHQW
:LWK DȴFDPWHQ DQFKRULQJ RI RXU HPHUJLQJ VSHFLDOW\
FDUGLRORJ\ IUDQFKLVH ZH DOVR DGYDQFHG WZR ODWHUVWDJH
SRWHQWLDO WKHUDSLHV 2PHFDPWLY PHFDUELO D FDUGLDF P\RVLQ
DFWLYDWRULVWKHVXEMHFWRI&20(7+)DQRQJRLQJFRQȴUPDWRU\
3KDVHFOLQLFDOWULDOLQSDWLHQWVZLWKKHDUWIDLOXUHZLWKVHYHUHO\
UHGXFHGHMHFWLRQIUDFWLRQ$QG&.DQDGGLWLRQDOFDUGLDF
P\RVLQLQKLELWRULVWKHVXEMHFWRI$0%(5+)S()D3KDVH
FOLQLFDO WULDO LQ SDWLHQWV ZLWK KHDUW IDLOXUH ZLWK SUHVHUYHG
HMHFWLRQIUDFWLRQ +)S() %RWKRPHFDPWLYPHFDUELODQG&.
WDUJHWXQGHUVHUYHGSDWLHQWSRSXODWLRQVDWRSSRVLWHHQGVRIWKH
VSHFWUXPRIKHDUWIDLOXUHIRUZKLFKWKHUHDUHIHZDYDLODEOH
WKHUDSLHV KLJK XQPHW QHHG DQG FRQFHQWUDWHG FXVWRPHU
VHJPHQWV2XUVSHFLDOW\FDUGLRORJ\IUDQFKLVHLVWKHFRUQHUVWRQH
RIRXUEXVLQHVVZLWKWKHSRWHQWLDOWRGHOLYHUPXOWLSOHPHGLFLQHV
WRSDWLHQWVRYHUWKHQH[WVHYHUDO\HDUVDQGDVZHKRSHZLOO
VHUYHWRUHWXUQHQGXULQJJURZWKIRUDOORIRXUVKDUHKROGHUV
$WWKHVDPHWLPHRXUPLVVLRQWRSLRQHHUPXVFOHELRORJ\
LQQRYDWLRQ FRQWLQXHV ZLWK UHVHDUFK IRFXVHG WR QRYHO
PHFKDQLVPVΖQZHEHJDQD3KDVHVWXG\RI&.
D IDVW VNHOHWDO PXVFOH WURSRQLQ DFWLYDWRU DULVLQJ IURP
RXU GLVFRYHU\ DQG UHVHDUFK ZLWK SRWHQWLDO WKHUDSHXWLF
DSSOLFDWLRQWRDVSHFLȴFW\SHRIPXVFXODUG\VWURSK\
ΖQZHDOVRUDLVHGRYHUELOOLRQLQFDVKWKURXJK
HTXLW\FDSLWDOIXQGUDLVLQJDFWLYLWLHVDQGDVWUXFWXUHGȴQDQFH
DQG UR\DOW\ PRQHWL]DWLRQ GHDO ZLWK 5R\DOW\ 3KDUPD 7KLV
EDODQFHG DQG GLYHUVLȴHG IXQGUDLVLQJ SURYLGHV D VWURQJ
IRXQGDWLRQWRVXSSRUWWKHFRPPHUFLDOL]DWLRQRIDȴFDPWHQZKLOH
ZHDOVRSXUVXH5 'DFWLYLWLHVDQGWDNHDGYDQWDJHRISLSHOLQH
H[SDQVLRQRSSRUWXQLWLHVFRQVLVWHQWZLWKVWUDWHJLFSODQQLQJ
LVSRLVHGWREHDSLYRWDO\HDUIRU&\WRNLQHWLFVDVZH
SODQWRJRWRPDUNHWZLWKRXUȴUVWPHGLFLQHDULVLQJIURPRXU
UHVHDUFK*XLGHGE\RXU9LVLRQHYHU\VWHSZHWDNHLV
SXUSRVHIXOVKDSLQJWKHIXWXUHZHDVSLUHWRDFKLHYH7KLV\HDU
ZHKRSHWRFDWDO\]HRXUYLVLRQRIWUDQVIRUPLQJWKHOLYHVRI
SHRSOHZLWKGLVHDVHVRIPXVFOHG\VIXQFWLRQDQGWRGHOLYHURQ
WKH SURPLVH RI RXU VFLHQFH IRU SDWLHQWV ZKLOH UHWXUQLQJ
PHDQLQJIXOO\JURZLQJDQGVXVWDLQDEOHYDOXHWRRXUVKDUHKROGHUV
5REHUWΖ%OXP
3UHVLGHQWDQG&KLHI([HFXWLYH2ɝFHU
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
From the transition period from to
Commission file number: 000-50633
CYTOKINETICS, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
94-3291317
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
350 Oyster Point Boulevard
South San Francisco, CA
94080
(Address of principal executive offices)
(Zip Code)
(650) 624-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.001 par value
Trading symbol
CYTK
Name of each exchange on which registered
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
☐
Indicate by check mark whether the Registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The approximate aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $5.6 billion as of June 28, 2024.(A)
(A) Excludes 13.7 million shares of common stock held by directors and executive officers, and any stockholders whose ownership exceeds ten percent of the shares outstanding, at June 28, 2024.
Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, directly or indirectly, to direct or cause the direction of the management or policies of the
registrant, or that such person is controlled by or under common control with the registrant.
As of February 26, 2025, the number of shares outstanding of the Registrant’s common stock, par value $0.001 per share, was 118,410,689 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission, no later than 120 days
after the end of the fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.
CYTOKINETICS, INCORPORATED
FORM 10-K
YEAR ENDED DECEMBER 31, 2024
INDEX
Page
Glossary of Terms..............................................................................................................................................
3
Forward Looking Statements Private Securities Litigation Reform Act of 1995..............................................
7
PART I
Item 1.
Business .............................................................................................................................................................
8
Item 1A.
Risk Factors .......................................................................................................................................................
21
Item 1B.
Unresolved Staff Comments..............................................................................................................................
34
Item 1C.
Cybersecurity .....................................................................................................................................................
34
Item 2.
Properties ...........................................................................................................................................................
36
Item 3.
Legal Proceedings..............................................................................................................................................
36
Item 4.
Mine Safety Disclosures ....................................................................................................................................
36
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities............................................................................................................................................................
37
Item 6.
[Reserved]..........................................................................................................................................................
38
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations............................
39
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk...........................................................................
50
Item 8.
Financial Statements and Supplementary Data..................................................................................................
51
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............................
83
Item 9A.
Controls and Procedures ....................................................................................................................................
83
Item 9B.
Other Information ..............................................................................................................................................
86
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections...............................................................
86
PART III
Item 10.
Directors, Executive Officers and Corporate Governance ................................................................................
87
Item 11.
Executive Compensation ...................................................................................................................................
87
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .........
87
Item 13.
Certain Relationships and Related Transactions, and Director Independence ..................................................
87
Item 14.
Principal Accountant Fees and Services............................................................................................................
87
PART IV
Item 15.
Exhibits and Financial Statement Schedules .....................................................................................................
88
Exhibits..........................................................................................................................................................................................
88
Item 16.
Form 10-K Summary .........................................................................................................................................
92
Signatures ......................................................................................................................................................................................
93
GLOSSARY OF TERMS
Unless the context requires otherwise, references to “Cytokinetics,” “the Company,” “we,” “us” or “our” in this Form 10-K
(defined below) refer to Cytokinetics, Incorporated and its subsidiaries. References to “Notes” in this Form 10-K are to the Notes to the
Consolidated Financial Statements in this Form 10-K. We also have used other specific terms in this Form 10-K, most of which are
explained or defined below:
Term/Abbreviation
Definition
2004 Plan
Cytokinetics’ Amended and Restated 2004 Equity Incentive Plan
2020 RTW Transactions
The transactions contemplated by the RTW Royalty Purchase Agreement, Corxel
Aficamten License Agreement and the Common Stock Purchase Agreements, dated
July 14, 2020, by and between Cytokinetics and the RTW Investors
2021 RTW Transactions
The transactions contemplated by the Corxel OM License Agreement and the
Common Stock Purchase Agreements, dated December 20, 2021 by and between
Cytokinetics and the RTW Investors
2022 RPI Transactions
The transactions contemplated by the RP Multi Tranche Loan Agreement and the RP
Aficamten RPA
2024 RPI Transactions
The transactions contemplated by the 2024 RP OM Loan Agreement, the RP CK-586
RPA, the RP Stock Purchase Agreement, the 2022 RP Multi Tranche Loan
Agreement Amendment and the RP Aficamten RPA Amendment
2026 Notes
Cytokinetics’ 4% convertible senior notes due 2026
2027 Indenture
Indenture Agreement, dated July 6, 2022, between Cytokinetics and U.S. Bank Trust
Company, as trustee
2027 Notes
Cytokinetics’ 3.50% convertible senior notes due 2027
ACA
Patient Protection and Affordable Care Act, as amended by the Health Care and
Education Reconciliation Act
ACACIA-HCM
Assessment Comparing Aficamten to Placebo on Cardiac Endpoints In Adults with
Non-Obstructive HCM
AMBER-HFpEF
our Phase 2 randomized, placebo-controlled, double-blind, multi-center, dose-finding
clinical trial in patients with symptomatic HFpEF with left ventricular ejection
fraction ≥ 60%
Amended ATM Facility
our amended and restated Controlled Equity Offering Sales Agreement
ARR
absolute risk reductions
Astellas Agreement
License and Collaboration Agreement, dated June 21, 2013, between Cytokinetics and
Astellas
Astellas FSRA Agreement
Fast Skeletal Regulatory Activator Agreement, dated April 23, 2020 between
Cytokinetics and Astellas
Bayer
means Bayer AG and/or any affiliate thereof, including Bayer Consumer Care AG
Bayer License Agreement
means that certain License and Collaboration Agreement, dated November 18, 2024
by and between the Company and Bayer Consumer Care AG, pursuant to which
Bayer acquired an exclusive license to develop and commercialize aficamten in Japan,
subject to certain reserved development rights.
Cantor
Cantor Fitzgerald & Co.
CEDAR-HCM
our clinical trial of aficamten in a pediatric population with oHCM
cGCP
current Good Clinical Practice
cGLP
current Good Laboratory Practice
cGMP
current Good Manufacturing Practice
China
People's Republic of China (including the Hong Kong and Macau SARs)
CMC
Chemistry, Manufacturing and Controls
CMO
Contract Manufacturing Organizations
COMET-HF
our Phase 3 multi-center, double-blind, randomized, placebo-controlled trial to assess
the efficacy and safety of omecamtiv mecarbil in patients with symptomatic HFrEF
with severely reduced ejection fraction
Common Stock
our common stock, par value $0.001 per share
Compensation Committee
Compensation and Talent Committee of Cytokinetics’ Board of Directors
Convertible Notes
2026 Notes and 2027 Notes
Corxel
Corxel Pharmaceuticals Limited (formerly known as Ji Xing Pharmaceuticals
Limited) and/or its affiliates, including Corxel Pharmaceuticals Hong Kong Limited
Corxel Agreements
Corxel Aficamten License Agreement and Corxel OM License Agreement
Corxel OM License Agreement
means that certain Collaboration and License Agreement, dated December 20, 2021,
by and between the Company and Corxel, pursuant to which we granted Corxel and
exclusive license to develop and commercialize omecamtiv mecarbil in China and
Taiwan
COURAGE-ALS
Clinical Outcomes Using Reldesemtiv on ALSFRS-R in a Global Evaluation in ALS
CPET
cardiopulmonary exercise testing
CRO
Contract Research Organization
CV
cardiovascular
E.U. or EU
European Union
EEA
European Economic Area
EMA
European Medicines Agency
ESPP
employee stock purchase plan
Exchange Act
Securities Exchange Act of 1934, as amended
FDA
U.S. Food and Drug Administration
Final Payment Amount
As defined in Part II, Item 7 (Management’s Discussion and Analysis of Financial
Conditions and Results of Operations) of this Annual Report on Form 10-K – Sources
and Uses of Cash, Royalty Pharma Transactions
FOREST-HCM
Five-Year, Open-Label, Research Evaluation of Sustained Treatment with Aficamten
in HCM
FSTA
fast skeletal muscle troponin activator
Fundamental Change
As defined in the 2027 Indenture
GAAP
Generally Accepted Accounting Principles in the U.S.
GALACTIC-HF
Global Approach to Lowering Adverse Cardiac Outcomes Through Improving
Contractility in Heart Failure
GDPR
General Data Protection Regulation ((EU) 2016/679)
HCM
hypertrophic cardiomyopathy
HFpEF
heart failure with preserved ejection fraction
HFrEF
heart failure with reduced ejection fraction
HHS
U.S. Department of Health and Human Services
HIPAA
The federal Health Insurance Portability and Accountability Act of 1996, as amended
by the Health Information Technology for Economic and Clinical Health Act
ICER
Institute for Clinical and Economic Review
IND
Investigational New Drug
IRA
Inflation Reduction Act of 2022
IRB
Institutional Review Board
KCCQ
Kansas City Cardiomyopathy Questionnaire
KCCQ-OSS
KCCQ Overall Summary Score
LVEF
left ventricular ejection fraction
LVOT
left ventricular outflow tract
LVOT-G
left ventricular outflow tract gradient
MAA
Marketing Authorization Application
MAPLE-HCM
Metoprolol vs Aficamten in Patients with LVOT Obstruction on Exercise Endpoints
Capacity in HCM
Mavacamten Royalty
certain payments on the net sales of products containing the compound mavacamten
pursuant to the Research Collaboration Agreement, dated August 24, 2012, between
Cytokinetics and MyoKardia, Inc.
NDA
New Drug Application
nHCM
non-obstructive HCM
NOLs
net operating loss carryforward
NYHA
New York Heart Association
oHCM
obstructive HCM
Ownership Change
As defined in Part 1, Item 1A (Risk Factors) of this Annual Report on Form 10-K,
Financial Risks
Oyster Point Lease
Lease, dated July 24, 2019, by and between Cytokinetics and KR Oyster Point 1,
LLC, as amended
Partial Redemption Limitation
As defined in the 2027 Indenture
PSU
Performance Stock Unit
Radnor Lease
As defined in Part II, Item 8 (Financial Statements and Supplementary Data), Notes to
Consolidated Financial Statements of this Annual Report on Form 10-K - Note 9
(Commitments and Contingencies) – Operating Leases
REMS
Risk Evaluation and Mitigation Strategy
RP Aficamten RPA
Revenue Participation Right Purchase Agreement, dated January 7, 2022, by and
between Cytokinetics and Royalty Pharma Investments 2019 ICAV
RP Aficamten RPA Amendment
Amendment No. 1, dated May 22, 2024, to Revenue Participation Right Purchase
Agreement, dated January 7, 2022, by and between Cytokinetics and Royalty Pharma
Investments 2019 ICAV
RP CK-586 RPA
CK-586 Revenue Participation Right Purchase Agreement, dated May 22, 2024, by
and between Cytokinetics and Royalty Pharma Investments 2019 ICAV
RP Multi Tranche Loan Agreement
Development Funding Loan Agreement, dated January 7, 2022, by and among
Royalty Pharma Development Funding, LLC and Cytokinetics
RP Multi Tranche Loan Agreement
Amendment
Third Amendment, dated May 22, 2024, to Development Funding Loan Agreement,
dated January 7, 2022, by and among Royalty Pharma Development Funding, LLC
and Cytokinetics
RP OM Liability
As defined in Part II, Item 8 (Financial Statements and Supplementary Data), Notes to
Consolidated Financial Statements of this Annual Report on Form 10-K - Note 3
(Agreements with Royalty Pharma) – 2017 RP Omecamtiv Mecarbil Royalty
Purchase Agreement
RP OM Loan Agreement
2024 Development Funding Loan Agreement, dated May 22, 2024, by and among
Royalty Pharma Development Funding, LLC and Cytokinetics
RP OM RPA
Royalty Purchase Agreement, dated February 1, 2017, by and between the
Cytokinetics and RPI Finance Trust, as amended by Amendment No. 1, dated January
7, 2022
RP Stock Purchase Agreement
Common Stock Option and Purchase Agreement, dated May 22, 2024, by and
between Cytokinetics and Royalty Pharma Investments 2019 ICAV
RPDF
Royalty Pharma Development Funding, LLC
RPFT
RPI Finance Trust
RPI ICAV
Royalty Pharma Investments 2019 ICAV
RSU
Restricted Stock Unit
RTW ICAV
RTW Investments ICAV for RTW Fund 1
RTW Investors
RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund
Limited
RTW Royalty Holdings
RTW Royalty Holdings Designated Activity Company
RTW Royalty Purchase Agreement
Royalty Purchase Agreement, dated July 14, 2020, between Cytokinetics and RTW
Royalty Holdings
Sanofi
means Sanofi S.A. and/or any affiliates thereof, including Genzyme Corporation
Sanofi License Agreement
means that certain License and Collaboration Agreement, dated July 14, 2020 by and
between the Company and Sanofi (as assignee of Corxel), pursuant to which Sanofi
has an exclusive license to develop and commercialize aficamten in China and
Taiwan
Section 382
Section 382 of the Internal Revenue Code
Securities Act
Securities Act of 1933, as amended
SEQUOIA-HCM
Safety, Efficacy, and Quantitative Understanding of Obstruction Impact of Aficamten
in HCM
SGLT2
sodium-glucose cotransporter-2
Tax Act
Tax Cuts and Jobs Act
U.S. or US
United States of America
This Form 10-K includes discussion of certain clinical studies relating to various in-line products and/or product candidates.
These studies typically are part of a larger body of clinical data relating to such products or product candidates, and the discussion
herein should be considered in the context of the larger body of data. In addition, clinical trial data are subject to differing
interpretations, and, even when we view data as sufficient to support the safety and/or effectiveness of a product candidate or a new
indication for an in-line product, regulatory authorities may not share our views and may require additional data or may deny approval
altogether.
CYTOKINETICS and our C-shaped logo are registered trademarks of Cytokinetics in the U.S. and certain other countries.
Other service marks, trademarks and trade names referred to in this report are the property of their respective owners.
The information contained on our website, our Facebook, Instagram, YouTube and LinkedIn pages or our Twitter accounts, or
any third-party website, is not incorporated by reference into this Form 10-K.
7
FORWARD LOOKING STATEMENTS
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Annual Report on Form 10-K contains forward-looking statements indicating expectations about future performance and
other forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the
Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We intend that such statements be protected by
the safe harbor created thereby. Forward-looking statements involve risks and uncertainties and our actual results and the timing of
events may differ significantly from the results discussed in the forward-looking statements.
In addition, these forward-looking statements are subject to the risks and uncertainties discussed in the “Risk Factors” section
and elsewhere in this document. Such statements speak only as of the date on which they are made, and, except as required by law, we
undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict
which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this Annual Report on Form 10-K, and while we believe such
information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not
be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These
statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
8
PART I
ITEM 1. BUSINESS
Overview
We are a late-stage biopharmaceutical company focused on discovering, developing and commercializing first-in-class muscle
activators and next-in-class muscle inhibitors as potential treatments for debilitating diseases in which muscle performance is
compromised and/or declining. We have discovered and are developing muscle-directed investigational medicines that may potentially
improve the healthspan of people with devastating cardiovascular and neuromuscular diseases of impaired muscle function. Our research
and development activities relating to the biology of muscle function have evolved from our knowledge and expertise regarding the
cytoskeleton, a complex biological infrastructure that plays a fundamental role within every human cell. As a leader in muscle biology
and the mechanics of muscle performance, we are discovering and developing small molecule drug candidates specifically engineered
to impact muscle function and contractility with objective to build a sustainable specialty biopharmaceutical business.
Our research continues to drive innovation and leadership in muscle biology. All of our drug candidates have arisen from our
cytoskeletal research activities. Our focus on the biology of the cytoskeleton distinguishes us from other biopharmaceutical companies,
and potentially positions us to identify or discover and develop and commercialize novel therapeutics that may be useful for the treatment
of severe diseases and medical conditions. We intend to leverage our experience in muscle contractility to expand our current pipeline
and expect to identify additional potential drug candidates that may be suitable for clinical development and commercialize.
Corporate Strategy
As a leader in muscle biology and the mechanics of muscle performance, we are developing small molecule drug candidates
specifically engineered to impact muscle function and contractility. Our goal is to identify or discover, develop and commercialize novel
drug products that modulate muscle function to improve patient healthspan, with the intent of establishing a fully-integrated specialty
biopharmaceutical company.
In 2025, we articulated our five-year strategic plan, Vision 2030: “Empowering Muscle, Empowering Lives,” designed to enable
Cytokinetics to become a leading muscle biology specialty biopharmaceutical company intent on meaningfully improving the lives of
patients through global access to our innovative medicines.
The key components of our five-year corporate strategy are:
INNOVATION: Advance 2 product approvals across 3 indications and 10 novel molecular entities into our pipeline
Our myosin platform is the cornerstone of our innovation and the anchor of our portfolio of potential medicines is aficamten, a
cardiac myosin inhibitor that represents a next-in-class potential treatment for oHCM. Over the next five years, based on our
comprehensive clinical development program, we believe we may achieve regulatory approvals in multiple geographies for aficamten
in oHCM and nHCM; and omecamtiv mecarbil for the potential treatment of symptomatic heart failure with severely reduced ejection
fraction. We also expect to advance two earlier stage new chemical entities in clinical development programs: CK-586 for the potential
treatment of a subgroup of patients with symptomatic HFpEF with hypercontractility and ventricular hypertrophy and CK-089 with
potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired muscle function. Furthermore,
we are working to bring additional new chemical entities into clinical development through both continuing internal activities and by
also externalizing innovation through partnerships, seeking complementary potential therapies to support our late-stage cardiovascular
franchise and emerging neuromuscular pipeline.
9
IGNITION: Achieve broad access and rapid use of our medicines in 15 countries throughout North America and Europe
Given our focus on disease areas for which there are serious unmet medical needs, we direct our activities to potential commercial
opportunities in concentrated and tractable customer segments, such as to disease-specific centers of excellence and cohorts of focused
healthcare professionals, which may be addressed by smaller, targeted sales forces. In preparing for the potential commercialization of
aficamten, we are building a marketing, sales and sales distribution infrastructure in the U.S. and have begun to build similar capabilities
in Europe to support potential future approvals and commercialization. We are planning for our first potential commercial launch in the
United States in 2025 as well as a potential European launch in Europe in 2026, firstly in Germany and will build our commercial
functions in other key geographies in the EU 5 to support potential additional approvals. In addition, we expect to establish distribution
partnerships in other areas of the world to drive global reach of our potential medicines. Given the next-in-class profile of aficamten,
the anchor of our specialty cardiology franchise, we believe the attributes of the drug candidate, along with the safety and efficacy results
from our comprehensive clinical development program, may enable commercial launches in our key geographies. Central to our
commercialization strategy is ensuring a clear understanding and expertise in navigating the regulatory and payer landscape in each
geography along with market research and advanced analytics to inform positioning, messaging and value proposition development.
IMPACT: Reach 100,000 patients globally with our medicines.
As we build our specialty cardiology franchise, we are committed to targeting disease areas of significant high unmet need in
which there are either limited treatment options or in which the available treatments do not address the underlying disease. We believe
there are hundreds of thousands of patients who may benefit from clinically meaningful outcomes, as measured by improvements in
clinical, social and psychological aspects, including patients overall quality of life within their community of family, friends and
caregivers. With our patient-centric initiatives, such as disease education programs and digital health technologies, we believe we can
enhance disease and drug product awareness, product adherence, and patient outcomes.
INSPIRATION: Foster a patient-centric culture with emphasis on equitable access
We aspire to set the industry standard in patient centricity. We keep patients at the heart of every phase of development —
research, clinical development, commercial readiness and more. By prioritizing systematic patient engagement throughout the
organization, we foster a culture of empathy and collaboration, ensuring that the voice of the patient remains central to our decision-
making process. In line with our patient-centric approach, we proactively seek to include patients from diverse populations in our clinical
trials, representative of real-world experience, including a range of genders, ethnicities, socioeconomic status and backgrounds. As we
prepare for the potential regulatory approval and commercial launch of our first medicine, we aspire to provide equitable access for all
patients regardless of gender, ethnicity or zip code. As such, we are developing programs for patients and healthcare providers to
facilitate the accessibility of our products to those in need. These programs may include support to help understand and navigate
insurance coverage and obtain financial assistance for eligible patients; comprehensive patient and office education and resources to
help navigate the patient’s treatment journey; support to manage logistical challenges that prevent patients from starting and staying on
therapy and behavioral and wellness tools and resources to support patient engagement and help manage adherence to treatment.
INGENUITY: Extend leadership in muscle deploying multiple therapeutic modalities
After expanding our discovery platform to include muscle mechanics, muscle metabolism, and muscle health and regeneration,
we now aim to expand our modality toolkit as may enable our programs to address more difficult-to-drug molecular targets. This
diversification in modalities will allow us to interrogate areas adjacent to our expertise in small molecules, such as targeted protein
degraders, oligonucleotides, and tissue targeting. With these additional modalities in our R&D armamentarium, we expect to have the
opportunity to investigate disease causing targets that lack enzymatic activities, require near complete inhibition for clinical efficacy or
have adverse effects in non-target tissues. We believe we can expand into new modalities through a combination of building internal
expertise and capabilities and through external collaborations with industry partners and academic institutions.
Building a Specialty Cardiology Franchise
We believe we are well positioned to build a specialty cardiology franchise anchored by our later-stage development program for
aficamten, complemented by earlier stage drug candidates that have arisen from our industry leading research and leadership in muscle
biology and the mechanics of contractility. We anticipate that aficamten, the first product in our potential franchise will help serve unmet
needs in the growing HCM market. If aficamten is approved and indicated for the treatment of patients with oHCM, it could be followed
by a subsequent regulatory approval and indication for the treatment of patients with nHCM (assuming positive results from ACACIA-
HCM). We further believe that our pioneering research directed to the same biology and emerging pharmacology could result in an
expansion of our business franchise with the development and potential approval of CK-586 for the potential treatment of a subset of
patients with HFpEF whose hypercontractility resembles that of patients with nHCM, as well as the development and potential approval
of omecamtiv mecarbil, a cardiac myosin activator, for the potential treatment of patients with symptomatic heart failure with severely
reduced ejection fraction.
10
Our planned specialty cardiology franchise is focused on the advancing of potential medicines that can address high unmet needs
of patients primarily treated by a concentrated segment of cardiologists. Specifically, HCM is primarily diagnosed with initiation of
treatment by approximately 10,000 cardiologists in the U.S., including in centers of excellence and targeted community settings. We
aim to achieve similar, if not higher, return on investments relative to comparable biopharmaceutical companies with our relatively more
limited sales and marketing infrastructure focused to key prescribers and with a specialty distribution model and more bespoke patient
experience. We aim to achieve higher commercial returns from our specialty franchise business strategies as would be enabled by
experienced sales representatives who bring established rapport with their potential customers and appropriately coupling their selling
activities with high touch customer support services designed to benefit prescribers and patients alike.
Research and Development Programs
Our research and development activities related to muscle contractility include our cardiac muscle contractility programs and our
skeletal muscle contractility programs. We also conduct research and development on novel treatments for disorders involving muscle
function beyond muscle contractility.
Specialty Cardiology Programs
Our specialty cardiology program is focused on the cardiac sarcomere, the basic unit of muscle contraction in the heart. The
cardiac sarcomere is a highly ordered cytoskeletal structure composed of cardiac myosin, actin and a set of regulatory proteins. Cardiac
myosin is the cytoskeletal motor protein in the cardiac muscle cell. It is directly responsible for converting chemical energy into the
mechanical force, resulting in cardiac muscle contraction. Our most advanced cardiac program is based on the hypothesis that inhibitors
of cardiac myosin may attenuate the hyperdynamic contraction resulting from pathologic mutations in the sarcomere that lead to
hypertrophic cardiomyopathies. A targeted oral therapy addressing this disease etiology may improve symptoms, function, exercise
capacity and potentially slow disease progression.
We also have a late stage program based on the hypothesis that activators of cardiac myosin may target the underlying deficit of
cardiac contractility in heart failure with reduced ejection fraction and address certain adverse properties of existing positive inotropic
agents. Our novel cardiac myosin activator works by a mechanism that directly stimulates the activity of the cardiac myosin motor
protein, without increasing the intracellular calcium concentration. It accelerates the rate-limiting step of the myosin enzymatic cycle
and shifts it in favor of the force-producing state. Rather than increasing the velocity of cardiac contraction, this mechanism instead
lengthens the systolic ejection time, which results in increased cardiac function in a potentially more oxygen-efficient manner.
Our most advanced program is directed to the treatment of HCM. HCM is a disease in which the heart muscle (myocardium)
becomes abnormally thick (hypertrophied). The thickening of cardiac muscle leads to the inside of the left ventricle becoming smaller
and stiffer, and thus the ventricle becomes less able to relax and fill with blood. This ultimately limits the heart’s pumping function,
resulting in symptoms including chest pain, dizziness, shortness of breath, or fainting during physical activity.
HCM is the most common monogenic inherited cardiovascular disorder, with approximately 280,000 patients diagnosed in the
U.S. However, there are an estimated 400,000-800,000 additional patients who remain undiagnosed, a rate that is growing at the same
rate as the population. Two-thirds of patients with HCM have oHCM, in which the thickening of the cardiac muscle leads to left
ventricular outflow tract (LVOT) obstruction, while one-third have nHCM, in which blood flow is not impacted, but the heart muscle is
still thickened. HCM is fairly evenly split across gender and while patients are typically diagnosed in their early 40s, the average age of
an oHCM patient is in the early 60s. People with HCM are at high risk of also developing cardiovascular complications including atrial
fibrillation, stroke and mitral valve disease. People with HCM are at risk for potentially fatal ventricular arrhythmias and it is one of the
leading causes of sudden cardiac death in younger people or athletes. A subset of patients with HCM are at high risk of progressive
disease leading to dilated cardiomyopathy and heart failure necessitating cardiac transplantation.
Aficamten
Aficamten is a novel, oral, small molecule cardiac myosin inhibitor that our scientists discovered for the treatment of HCM.
Aficamten arose from an extensive chemical optimization program conducted with attention to therapeutic index and pharmacokinetic
properties that may translate into next-in-class potential. Aficamten was designed to reduce the hypercontractility associated with HCM.
In preclinical models, aficamten reduces myocardial contractility by binding directly to cardiac myosin at a distinct and selective
allosteric binding site, thereby preventing myosin from entering a force producing state. Aficamten reduces the number of active actin-
myosin cross bridges during each cardiac cycle and consequently reduces myocardial contractility. This mechanism of action may be
therapeutically effective in conditions characterized by excessive hypercontractility, such as HCM. The preclinical pharmacokinetics of
aficamten were characterized evaluated and optimized for potential rapid onset, ease of titration and rapid symptom relief.
FDA granted aficamten orphan drug designation for the treatment of symptomatic HCM.
11
The development program for aficamten assessed its potential as a treatment that improves exercise capacity and relieves
symptoms in patients with oHCM, as well as its potential long-term effects on cardiac structure and function. Aficamten was evaluated
in SEQUOIA-HCM, a positive pivotal Phase 3 clinical trial in patients with symptomatic oHCM.
The results from SEQUOIA-HCM met our high expectations for the trial, and are consistent with our target product profile that
may enable aficamten to provide physicians and patients with an important alternative to currently available treatment options. The
results from SEQUOIA-HCM showed that treatment with aficamten for 24 weeks significantly improved exercise capacity compared
to placebo, increasing peak oxygen uptake (pVO2) by 1.8 ml/kg/min compared to baseline in patients treated with aficamten versus 0.0
ml/kg/min in patients treated with placebo (p=0.000002). This treatment effect was consistent across all pre-specified subgroups,
including patients receiving beta blockers. Statistically significant and clinically meaningful improvements were also observed in all
10 prespecified secondary endpoints, with functional and symptomatic improvements occurring within two weeks of initiating treatment
with aficamten and sustained throughout the treatment period. Compared to baseline, at Week 24 patients treated with aficamten
experienced significant improvements in post-Valsalva left ventricular outflow tract gradient with an LSM difference of -50 mmHg
(p<0.0001) versus placebo. Aficamten also substantially reduced the burden of symptoms compared with placebo, with a significant
improvement observed in Kansas City Cardiomyopathy Questionnaire Clinical Summary Score (LSM difference = 7 points; p<0.0001)
and with 34% of patients experiencing ≥1 class improvement in New York Heart Association Functional Class (p<0.0001). Treatment
with aficamten substantially reduced the proportion of patients eligible for septal reduction therapy. Among those eligible for SRT at
baseline, over the duration of 24 weeks of treatment, patients receiving aficamten spent 78 fewer days eligible for SRT compared with
those treated with placebo (p<0.0001). Core echocardiographic LVEF was observed to be <50% in 5 patients (3.5%) on aficamten
compared to 1 patient (0.7%) on placebo. There were no instances of worsening heart failure and no treatment interruptions due to low
LVEF.
Following the positive results of SEQUOIA-HCM, we submitted an NDA for the treatment of oHCM. The FDA accepted and
filed the NDA and assigned the NDA a standard review with a PDUFA target action date of September 26, 2025. Additionally, we
submitted an MAA with the EMA which has validated the MAA for the treatment of oHCM. The MAA is now under review by the
EMA's Committee for Medicinal Products for Human Use.
Aficamten is also currently being evaluated in MAPLE-HCM, a Phase 3 clinical trial of aficamten as monotherapy compared to
metoprolol as monotherapy in patients with obstructive HCM; ACACIA-HCM, a Phase 3 clinical trial of aficamten in patients with non-
obstructive HCM; CEDAR-HCM, a clinical trial of aficamten in a pediatric population with obstructive HCM; and FOREST-HCM, an
open-label extension clinical study of aficamten in patients with HCM. In addition, a Phase 1 study of aficamten in healthy Japanese
patients is being conducted.
Collaboration for Commercialization of Aficamten in Greater China
We are party to a license and collaboration agreement, pursuant to which we granted to Corxel an exclusive license to develop
and commercialize aficamten in China and Taiwan. In the fourth quarter of 2024, Genzyme Corporation, an affiliate of Sanofi, acquired
Corxel's rights to develop and commercialize aficamten in China and Taiwan.
The Center for Drug Evaluation of the National Medical Products Administration of the People’s Republic of China accepted
with priority review the submission of the NDA for aficamten for the treatment of oHCM.
Collaboration for Commercialization of Aficamten in Japan
On November 19, 2024, we announced that we had entered into a collaboration and license agreement with Bayer Consumer
Care AG, an affiliate of Bayer AG, for the exclusive development and commercialization of aficamten in Japan, subject to certain
reserved development rights of Cytokinetics to continue conducting ACACIA-HCM and CEDAR-HCM in Japan.
Royalty Pharma Revenue Interest
We are party to a revenue interest agreement with RPI ICAV, the RP Aficamten RPA, pursuant to which RPI ICAV purchased
rights to certain revenue streams from net sales of pharmaceutical products containing aficamten by us, our affiliates and our licensees.
Pursuant to the terms of the RP Aficamten RPA, as amended, RPI ICAV is entitled to receive 4.5% of our worldwide annual net sales
of aficamten up to $5.0 billion and 1% of our annual net sales of aficamten above $5.0 billion.
Omecamtiv mecarbil
We are developing omecamtiv mecarbil as a potential treatment across the continuum of care in heart failure both for use in the
hospital setting and for use in the outpatient setting.
12
Omecamtiv mecarbil is a selective, small molecule cardiac myosin activator, the first of a novel class of myotropes designed to
directly target the contractile mechanisms of the heart, binding to and recruiting more cardiac myosin heads to interact with actin during
systole. Omecamtiv mecarbil is designed to increase the number of active actin-myosin cross bridges during each cardiac cycle and
consequently augment the impaired contractility that is associated with heart failure with reduced ejection fraction, or HFrEF.
GALACTIC-HF
GALACTIC-HF was a Phase 3 cardiovascular outcomes clinical trial of omecamtiv mecarbil which was conducted by Amgen in
collaboration with Cytokinetics. The primary objective of this double-blind, randomized, placebo-controlled multicenter clinical trial
was to determine if treatment with omecamtiv mecarbil when added to standard of care is superior to standard of care plus placebo in
reducing the risk of cardiovascular death or heart failure events in patients with high risk chronic heart failure and reduced ejection
fraction.
The results of GALACTIC-HF showed that after a median duration of follow-up of 21.8 months, the trial demonstrated a
statistically significant effect of treatment with omecamtiv mecarbil to reduce risk of the primary composite endpoint of CV death or
heart failure events (heart failure hospitalization and other urgent treatment for heart failure) compared to placebo in patients treated
with standard of care. A first primary endpoint event occurred in 1,523 of 4,120 patients (37.0%) in the omecamtiv mecarbil group and
in 1,607 of 4,112 patients (39.1%) in the placebo group (hazard ratio, 0.92; 95% confidence interval [CI] 0.86, 0.99; p=0.025). This
effect was observed without evidence of an increase in the overall rates of myocardial ischemic events, ventricular arrhythmias or death
from cardiovascular or all causes.
COMET-HF Informed by Results from Patient Subgroup in GALACTIC-HF
Since our release of the primary results of GALACTIC-HF, we have conducted and announced supplemental and subgroup
analyses suggesting that certain biologically plausible subgroups of patients treated with omecamtiv mecarbil in GALACTIC-HF may
have benefited more than the general patient population in the trial. Based on these and other promising subgroup analyses from
GALACTIC-HF and the high unmet need in patients with heart failure with severely reduced ejection fraction, we decided to continue
the development program for omecamtiv mecarbil and to conduct a confirmatory study in a patient population similar to the
approximately 4,000 prespecified subgroup of patients with an LVEF <28% in GALACTIC-HF. Accordingly, in the fourth quarter of
2024, we commenced patient enrollment in COMET-HF (Confirmation of Omecamtiv Mecarbil Efficacy Trial in Heart Failure), a Phase
3 multi-center, double-blind, randomized, placebo-controlled trial to assess the efficacy and safety of omecamtiv mecarbil in patients
with symptomatic HFrEF) with severely reduced ejection fraction. The primary endpoint of COMET-HF is the time to first event in the
primary composite endpoint of cardiovascular death, first heart failure event, left ventricular assist device (LVAD) implantation or
cardiac transplantation, or stroke. COMET-HF is expected to enroll approximately 1,800 patients randomized on a 1:1 basis to receive
omecamtiv mecarbil or placebo for up to 48 weeks.
Collaboration for Commercialization of Omecamtiv Mecarbil in Greater China
We were party to a license and collaboration agreement under which we granted to Corxel an exclusive license to develop and
commercialize omecamtiv mecarbil in China and Taiwan. In the fourth quarter of 2024, we terminated the license and collaboration
agreement by mutual agreement with Corxel. Accordingly, all rights to develop and commercialize omecamtiv mecarbil in China and
Taiwan have reverted to us. We do not intend to commercialize omecamtiv mecarbil in China or Taiwan ourselves and may seek a
partner in the future to do so, subject to positive results from COMET-HF and market conditions.
Royalty Pharma Revenue Interest
In 2017, we entered into a Royalty Purchase Agreement, which we refer to as the RP OM RPA, with Royalty Pharma
Development Funding, LLC, or RPFT, and amended the RP OM RPA on January 7, 2022. Pursuant to the RP OM RPA, as amended,
RPFT has a revenue interest entitling it to up to 5.5% of our and our affiliates’ and licensees’ worldwide net sales of omecamtiv mecarbil.
In the second quarter of 2024, we entered into the RP OM Loan Agreement with RPDF. Pursuant to the RP OM Loan Agreement,
RDPF has a revenue interest entitling it to quarterly payments in an amount equal to 2.0% of the annual worldwide net sales of omecamtiv
mecarbil, subject to a minimum floor amount ranging from $5.0 million to $8.0 million during the first 18 calendar quarters commencing
on the calendar quarter during which FDA approval for omecamtiv mecarbil is obtained, as further described in Note 3 to our
consolidated financial statements included in this Annual Report on Form 10-K under the section "RP OM Loan Agreement," on
condition that a new Phase 3 clinical trial of omecamtiv mecarbil is successful by June 30, 2028 and we receive the marketing approval
from the FDA for omecamtiv mecarbil on or prior to December 31, 2029.
13
CK-586
CK-586 is a novel, selective, oral, small molecule cardiac myosin inhibitor designed to reduce the hypercontractility associated
with heart failure with preserved ejection fraction, or HFpEF. Approximately half of the estimated 6.7 million patients in the United
States with heart failure have HFpEF, and the prevalence of HFpEF is increasing. A subset of HFpEF patients with hypercontractility,
ventricular hypertrophy, elevated biomarkers and symptoms of heart failure may benefit from treatment with a cardiac sarcomere
inhibitor. Approximately 75% of patients with HFpEF will die within five years of initial hospitalization, and 84% will be
rehospitalized. Despite broad use of standard treatments and advances in care, the prognosis for patients with heart failure is poor.
In preclinical models, CK-586 reduced cardiac hypercontractility by decreasing the number of active myosin cross-bridges during
cardiac contraction thereby reducing the contractile force, without effect on calcium transients. CK-586 selectively inhibits the ATPase
of intact cardiac myosin but does not inhibit the ATPase of subfragment-1 of myosin (S1) as does aficamten, a cardiac myosin inhibitor
also developed by the Company. Unlike aficamten, the inhibitory effect of CK-586 requires the presence of the regulatory light chain
(RLC) of myosin in the context of the intact myosin dimer (heavy meromyosin or HMM). In preclinical models, CK-586 reduced cardiac
hypercontractility by decreasing the number of active myosin cross-bridges during cardiac contraction thereby reducing the contractile
force, without effect on calcium transients. In engineered human HCM heart tissues, CK-586 demonstrated a shallow force-
concentration response and improved lusitropy. Lending support for investigating this mechanism of action in HFpEF, a subset of
patients with HFpEF resemble patients with non-obstructive hypertrophic cardiomyopathy (HCM) in that those patients have higher
ejection fractions, thickened walls of their heart, elevated biomarkers, and symptoms of heart failure. Data from a Phase 2 clinical trial
of aficamten in patients with non-obstructive HCM show that aficamten was well tolerated, improved patient reported outcomes (Kansas
City Cardiomyopathy Questionnaire (KCCQ) and New York Heart Association (NYHA) Functional Class) and biomarkers, measures
that are also relevant to HFpEF.
Phase 1 Trial Results
We conducted a Phase 1 double-blind randomized, placebo-controlled, multi-part single and multiple ascending dose clinical
study with the goal of evaluating the safety, tolerability and PK of CK-586 when administered orally as single or multiple doses to
healthy participants. The primary objective of this Phase 1 double-blind randomized, placebo-controlled, single and multiple ascending
dose clinical study was to evaluate the safety, tolerability and PK of CK-586 when administered orally to healthy participants. The study
design included seven single ascending dose cohorts (10 mg to 600 mg) comprised of 10 participants each, and two multiple-dose
cohorts (100 and 200 mg once daily) comprised of 10 participants each. This study data demonstrated that CK-586 was safe and well
tolerated in healthy participants. No serious adverse events were observed and the stopping criteria for the study were not met. The half-
life of CK-586 was observed to be in the range of 14 to 17 hours. CK-586 demonstrated dose-linearity without a change in half-life over
a wide range of exposures, with a steady-state appearing evident within seven days of dosing. Left ventricular ejection fraction and left
ventricular fractional shortening decreased from baseline in an exposure-dependent manner, and the pharmacokinetic/pharmacodynamic
relationship appeared shallow and predictable. At the highest single dose of 600 mg, the mean decrease in LVEF was <5%. These results
demonstrate pharmacologic properties that may enable once-daily fixed-dose administration in the future.
AMBER-HFpEF
In the fourth quarter of 2024, we announced the design of AMBER-HFpEF (Assessment of CK-586 in a Multi-Center, Blinded
Evaluation of Safety and Tolerability Results in HFpEF), a Phase 2 randomized, placebo-controlled, double-blind, multi-center, dose-
finding clinical trial in patients with symptomatic HFpEF with left ventricular ejection fraction ≥ 60%. The primary objective is to
evaluate the safety and tolerability profile of CK-586 compared to placebo. The secondary objectives include assessing the effect of
CK-586 on LVEF and NT-proBNP, its pharmacokinetics, and its pharmacokinetic/pharmacodynamic relationship. AMBER-HFpEF is
currently enrolling patients.
Royalty Pharma Revenue Interest
In the second quarter of 2024, we entered into a Revenue Participation Right Purchase agreement, which we refer to as the RP
CK-586 RPA, with RPI ICAV, pursuant to which RPI ICAV purchased rights to certain revenue streams from worldwide net sales of
CK-586 by us, our affiliates or licensees. Under the RP CK-586 RPA, in consideration of an up-front $50 million payment, RPI ICAV
purchased a revenue interest entitling it to 1.0% of our annual worldwide net sales of CK-586. In addition, following the initiation of
the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in heart failure with preserved ejection fraction
in humans for CK-586, RPI ICAV, at its sole discretion, has the right to purchase an additional revenue interest which if exercised would
entitle it to an additional 3.5% of our annual worldwide net sales of CK-586 in consideration of a payment equal to 50.0% of our future
research and development costs of a Phase 3 trial of CK-586 up to a maximum of $150 million.
14
Neuromuscular Program
Our neuromuscular program is focused on the activation of the skeletal sarcomere, the basic unit of skeletal muscle contraction.
The skeletal sarcomere is a highly ordered cytoskeletal structure composed of skeletal muscle myosin, actin, and a set of regulatory
proteins, which include the troponins and tropomyosin. This program leverages our expertise developed in our ongoing discovery and
development of cardiac sarcomere activator.
We believe that our skeletal sarcomere activators may lead to new therapeutic options for diseases and medical conditions
associated with neuromuscular dysfunction and potentially also conditions associated with aging and muscle weakness and wasting. The
clinical effects of muscle weakness and wasting, fatigue and loss of mobility can range from decreased quality of life to, in some
instances, life-threatening complications. By directly improving skeletal muscle function, a small molecule activator of the skeletal
sarcomere potentially could enhance functional performance and quality of life in patients suffering from diseases or medical conditions
associated with skeletal muscle weakness or wasting.
In the fourth quarter of 2024, we announced that the first participants have been dosed in a Phase 1 randomized, double-blind,
placebo-controlled, multi-part, single and multiple ascending dose clinical study of CK-089 in healthy human participants. CK-089 is a
fast skeletal muscle troponin activator with potential therapeutic application to a specific type of muscular dystrophy and other conditions
of impaired muscle function. The primary objective of this Phase 1 randomized, double-blind, placebo-controlled, multi-part single and
multiple ascending dose clinical study is to evaluate the safety, tolerability and pharmacokinetics of CK-089 when administered orally
as single or multiple doses to healthy participants. The study design includes single ascending dose cohorts and multiple-dose ascending
cohorts comprised of 10 participants each. Our clinical development program for CK-089 is subject to a partial clinical hold from FDA
that limits our ability to dose patients at doses anticipated to result in plasma exposures higher than certain levels, which may limit the
ability of our Phase 1 trial to identify a therapeutic dose for CK-089.
Beyond Muscle Contractility
We developed preclinical expertise in the mechanics of skeletal, cardiac and smooth muscle that extends from proteins to tissues
to intact animal models. Our translational research in muscle contractility has enabled us to better understand the potential impact of
small molecule compounds that increase cardiac or skeletal muscle contractility and to apply those findings to the further evaluation of
our drug candidates in clinical populations. In addition to contractility, other major functions of muscle play a role in certain diseases
that could benefit from novel mechanism treatments. Accordingly, our knowledge of muscle contractility may serve as an entry point to
the discovery of novel treatments for disorders involving muscle functions other than muscle contractility. We are leveraging our current
understandings of muscle biology to investigate new ways of modulating these other aspects of muscle function for other potential
therapeutic applications.
Commercial Readiness
We began building our commercial capabilities in the U.S. prior to the potential FDA approval and launch of omecamtiv mecarbil,
our cardiac myosin activator. Upon receipt of the complete response letter from FDA in response to our NDA for omecamtiv mecarbil,
we maintained the infrastructure that had been built and further refined the team and activities in anticipation of what may now be our
first commercial launch with aficamten, our cardiac myosin inhibitor, in the third quarter of 2025. We hired a number of headquarter
positions inclusive of those experienced in HEOR, pricing, distribution, analytics, commercial operations, marketing, sales leadership
as well as commercial strategies, systems, and operational execution. In addition, we have hired our field sales leadership team with
substantial cardiovascular experience, as well our market access field team that includes people with deep experience working with the
payer community. We plan to expand the team with customer-facing sales positions as we near potential FDA approval in 2025.
Additionally, we established our field-based medical affairs team, inclusive of medical directors, medical education and medical
communications functions, as well as medical science liaisons in key geographies across the U.S. In Europe, we filled key leadership
positions in country leadership, medical affairs and market access and made meaningful progress in building the corporate infrastructure
necessary to enable a commercial launch of aficamten as soon as 2026.
Our go-to-market approach for aficamten includes three phases; learn, design, and build. Based on our market research, we
learned the overall journey to diagnosis is complex and challenging due to unique symptoms present in each patient along with limited
disease awareness across the broader health care system, leading to confusion and complexity for patients and the healthcare
professionals who treat them. HCM patients experience many complications, and, in addition to the physical impact, patients experience
profound psychological effects that impact social involvement and other aspects of everyday life.
We are designing a comprehensive patient and HCP support program to help address patient needs to facilitate ease of
transitioning to therapy with a cardiac myosin inhibitor. The program design includes reimbursement support, affordability programs
and patient education resources to support the patient journey.
15
Market research has revealed some challenges that may have impacted the adoption and uptake of another cardiac myosin
inhibitor related to its REMS program, including echo monitoring, pharmacy certification, drug-drug interactions, down titration
challenges and overall REMS process complexity. We believe aficamten may have attributes that could impact differentiation, including
time to onset and reversibility, predictable dose response, no clinically meaningful P450 liabilities resulting in REMS related drug-drug
interaction monitoring and frequency of echo monitoring. In 2024, we also created a market development and education campaign,
developed the field commercial training modules, engaged with payers with compliant, pre-approval information and continued planning
to build out the necessary technologies to optimize customer engagement.
We recognize the critical importance of market access. We hired a seasoned account management team that covers over ~100
health care plans that represent greater than 90% of covered lives. The team has interacted with every major PBM in introducing our
company. We maintain a strong commitment to health economics research, which is intended to facilitate our ability to effectively
convey the value proposition of aficamten to a broad range of stakeholders. The two platforms that we expect to generate this value
include the results of SEQUOIA-HCM and the clinical attributes of aficamten. Our customer-facing strategy and deployment has been
informed by insights gathered from potential health care professional customers through market research, focus groups and advisory
boards. This strategy and deployment, coupled with secondary data, patient diagnosis data, prescriptions and treatment data, has
identified approximately 10,000 treaters, which represent an estimated ~75% of HCM cardiologist patient volume, enabling us to design
an efficient and impactful customer-facing structure.
Manufacturing Resources and Product Supply
Our drug candidates require precise high-quality manufacturing that is compliant with good manufacturing processes (or foreign
equivalent) and other applicable laws. We have no manufacturing capabilities and rely on third parties for the supply and sourcing of
raw materials, the manufacture of active pharmaceutical ingredients and the manufacture and packaging of finished drug products for
both clinical trial materials and commercial supply.
In view of a potential commercial launch of aficamten, we have secured long-term commercial supply agreements with reputable
contract manufacturers for the supply of finished drug product and active pharmaceutical ingredients respectively.
For our portfolio of small molecules, we continue to expand our network through well-established and reputable third-party
contract manufacturers for our CMC and manufacturing needs that have good regulatory standing and suitable manufacturing
capabilities and capacities. These third parties must comply with applicable regulatory requirements, including FDA’s cGMP, the E.U.’s
Guidelines on Good Distribution Practice, as well as other stringent regulatory requirements enforced by the FDA or foreign regulatory
agencies, as applicable, and are subject to routine inspections by such regulatory agencies. In addition, through our third-party contract
manufacturers and data service providers, we continue to provide serialized commercial products as required to comply with the Drug
Supply Chain Security Act. We monitor and evaluate the performance of our third-party contract manufacturers on an ongoing basis for
compliance with these requirements and to affirm their continuing capabilities to meet both our commercial and clinical needs. We
employ highly skilled personnel with both technical and manufacturing experience to diligently manage the activities at our third-party
contract manufacturers and other supply chain partners, and our quality department audits them on a periodic basis.
We are mindful of the increasing risks of relying on sole source raw materials from countries where global trade disputes or
restrictive legislation are possible. For example, we currently source a key registered starting material for aficamten from a manufacturer
in China. Although we do not anticipate any immediate difficulties in procuring raw materials from China, we are actively seeking to
establish alternative geographically diverse supply arrangements for this particular registered starting material and other raw materials
and compounds.
Competition
There are many companies focused on the development of small molecules for the treatment HCM, HFrEF, HFpEF and other
diseases that our drug candidates are intended to treat. Our competitors and potential competitors include major pharmaceutical and
biotechnology companies, as well as academic research institutions, clinical reference laboratories and government agencies that are
pursuing research activities similar to ours. Many of the organizations competing with us have greater capital resources, larger research
and development staffs and facilities, deeper regulatory expertise and more extensive product manufacturing and commercial capabilities
than we do, which may afford them a competitive advantage.
16
Competition for Aficamten
If aficamten is approved by the FDA or other regulatory authorities for the treatment of HCM, it will compete with Camzyos®
(mavacamten), a first in class cardiac myosin inhibitor marketed by Bristol Myers Squibb. In addition to Camzyos®, Edgewise
Therapeutics is conducting clinical trials and could compete with aficamten if successful. Other companies may also be conducting
clinical trials and pre-clinical activities in HCM, and if successful, there may other treatments approved for HCM, some of which may
be complementary to aficamten and others of which may be competitive.
The commercial success of aficamten will be highly dependent on differentiation of aficamten from Camzyos®. Camzyos® was
approved by FDA with a comprehensive and mandatory REMS, including all or many of the elements to assure safe use (ETASU) that
are contemplated in Section 505-1(f)(3) of the U.S. Food, Drug & Cosmetics Act. Our proposed NDA as submitted to FDA contained
a distinct risk mitigation approach specific to aficamten. We believe the commercial prospects of aficamten are highly dependent on
whether FDA approves aficamten with a label and/or post-marketing conditions that are less challenging to prescribers and patients than
the REMS applicable to Camzyos®.
We believe that our ability to successfully compete will depend on, among other things:
•
efficacy, safety and reliability of aficamten, both alone and in combination with other therapies;
•
the timing and scope of regulatory approvals in the United States and other countries, if any;
•
the imposition by FDA or other regulatory authorities of a REMS program that is differentiated and less burdensome to
healthcare providers, pharmacists and patients than the REMS program to which Camzyos® is subject;
•
our ability to manufacture and sell commercial quantities of aficamten product to the market;
•
our ability to gain market access and secure coverage and adequate reimbursement in approved indications;
•
product acceptance by physicians and other health care providers;
•
protection of our intellectual property, including our ability to enforce our intellectual property rights against potential generic
competition; and
•
the availability of substantial capital resources to fund development and commercialization activities.
Competition for Omecamtiv Mecarbil
We believe the principal competition for omecamtiv mecarbil, if ultimately approved for sales and marketing by FDA and/or
other regulatory agencies for the treatment of HFrEF includes generic drugs, such as milrinone, dobutamine or digoxin and branded
drugs approved for the treatment of HFrEF such as CORLANOR® (ivabradine), and VERQUVO® (vericiguat). Omecamtiv mecarbil
could also compete against other novel drug candidates and therapies in development, such as those being developed by Novartis AG,
Merck & Co., Inc., Bayer AG, AstraZeneca PLC and Bristol-Myers Squibb Company.
If approved, omecamtiv mecarbil is intended not to be competitive to guideline directed first line therapies but a complementary
add-on therapy for the subset of heart failure patients with severely reduced ejection fraction. The first line HFrEF generic therapies,
including beta-blockers, angiotensin-converting enzyme (ACE) inhibitors, angiotensin receptor blockers (ARBs), Mineralocorticoid
receptor antagonists (MRAs) as well the branded drugs such as ENTRESTO® (sacubitril/valsartan) and SGLT2 inhibitor class that have
either expanded or are planning to expand their labels to include treatment of patients with heart failure, including FORXIGA®
(dapagliflozin), INVOKANA® (canagliflozin), and JARDIANCE® (empagliflozin).
The treatement landscape for HFrEF is crowded and evolving rapidly, especially given the addition of SGLT2 inhibitors as
AHA/ACC/HFSA guideline directed medical therapy for HFrEF. SGLT2 inhibitors have steadily gained market share. In addition, there
are a number of medical devices both marketed and in development for the treatment of patients living with heart failure.
We believe that our ability to successfully compete will depend on, among other things:
•
efficacy, safety and reliability of omecamtiv mecarbil, both alone and in combination with other therapies;
•
the ability to fund and successfully complete an additional confirmatory phase 3 clinical trial of omecamtiv mecarbil in
HFrEF and resolve to the satisfaction of FDA the other deficiencies stipulated in the CRL we received in response to our
initial NDA submission for omecamtiv mecarbil;
•
the timing and scope of regulatory approval by EMA and regulatory bodies in other countries;
17
•
our ability to manufacture and sell commercial quantities of omecamtiv mecarbil product to the market;
•
our ability to gain market access and secure coverage and adequate reimbursement with affordable patient out of pocket cost
in approved indications;
•
product acceptance by physicians and other health care providers;
•
if required in connection to regulatory approval by FDA, EMA and/or other regulatory authorities, the availability of an
antibody-based immunoassay to measure omecamtiv mecarbil concentration levels in patients to whom omecamtiv mecarbil
is administered;
•
price competition, particularly of generic products;
•
protection of our intellectual property, including our ability to enforce our intellectual property rights against potential generic
competition; and
•
the availability of substantial capital resources to fund development and commercialization activities.
Intellectual Property Resources
Our policy is to seek patent protection for the technologies, inventions and improvements that we develop that we consider
important to the advancement of our business. As of December 31, 2024, we owned, co-owned or licensed 80 issued U.S. patents, over
600 issued patents in various foreign jurisdictions, and over 380 additional pending U.S. and foreign patent applications. We also rely
on trade secrets, technical know-how and continuing innovation to develop and maintain our competitive position.
The following tables list certain granted U.S. and European patents that relate to our most advanced drug candidates. Additional
patent protection through granted patents in the U.S., Europe, or other foreign jurisdictions may be available, and additional patent
applications in the U.S., Europe, or other foreign jurisdictions are being pursued. In addition to patent exclusivity, the drug candidates
may be protected by regulatory exclusivities upon approval in some countries.
Aficamten
The following table describes certain issued U.S. and European patents that relate to aficamten. In addition to the patents listed
below, we continue to pursue additional patent applications. At the appropriate time, the company will pursue available patent term
extensions and supplementary protection certificates in the U.S. and Europe that may, if issued, extend exclusivity beyond the patent
expirations listed in the table.
Jurisdiction
Patent No.
Patent Type
Patent Expiration*
United States
10,836,755
Composition of matter
2039
Europe
3740481
Composition of matter
2039
Europe
3999180
Polymorphic forms
2040
Europe
3999038
Formulation
2040
*Stated expiration dates do not account for any patent term adjustment, patent term extension, supplementary protection certificates, or pediatric
extensions that may be available. If aficamten is approved, an extension of the U.S. patent term may be available for one patent covering the
approved drug, which could extend the term of the applicable patent by up to a maximum of five additional years but not to exceed a total of 14 years
from the date of product approval.
In Japan, aficamten is protected by an issued patent covering the composition of matter of aficamten that expires in 2039. In
China, aficamten is protected by issued patents covering the composition of matter, polymorphic forms, and formulations of aficamten
that expire between 2039 and 2040. At the appropriate time, the company will pursue available patent term extensions in Japan and
China that may, if issued, extend exclusivity beyond the baseline patent expiration dates.
18
Omecamtiv Mecarbil
The following table describes certain issued U.S. and European patents that relate to omecamtiv mecarbil. In addition to the
patents listed below, we continue to pursue additional patent applications. At the appropriate time, the company will pursue available
patent term extensions and supplementary protection certificates in the U.S. and Europe that may, if issued, extend exclusivity beyond
the patent expirations listed in the table.
Jurisdiction
Patent No.
Patent Type
Patent Expiration*
United States
7,507,735
Composition of matter
2025
United States
9,988,354
Salt form
2034
United States
9,951,015
Formulation
2034
United States
11,576,910
Methods of treatment
2038
United States
12,194,093**
Method of treatment
2041
Europe
1765327
Composition of matter
2025
Europe
2968173
Formulation
2034
Europe
2970123
Salt form
2034
*Stated expiration dates do not account for any patent term adjustment, patent term extension, supplementary protection certificates, or pediatric
extensions that may be available. If omecamtiv mecarbil is approved, an extension of the U.S. patent term may be available for one patent covering
the approved drug, which could extend the term of the applicable patent by up to a maximum of five additional years but not to exceed a total of 14
years from the date of product approval.
In Japan, omecamtiv mecarbil is protected by issued patents covering the composition of matter, the salt form and formulation of
omecamtiv mecarbil that expire between 2025 and 2034.
In China, omecamtiv mecarbil is protected by issued patents covering the salt form and formulation of omecamtiv mecarbil that
expire in 2034. At the appropriate time, the company will pursue available patent term extensions in Japan and China that may, if issued,
extend exclusivity beyond the baseline patent expiration dates.
For a description of the risks relating to our intellectual property, please see the risk factors under Item 1A of this report.
Compliance with Government Regulation
The Regulatory Process for Drug Development
Our business activities, including the manufacturing of our product candidates and our ongoing research and development
activities are subject to extensive regulation by numerous governmental authorities in the United States and other countries. Regulation
by these government authorities is a significant component in the development, manufacture and commercialization of pharmaceutical
products and services. Before marketing in the United States, any new drug developed must undergo rigorous preclinical testing, clinical
trials and an extensive regulatory clearance process implemented by the FDA under the Federal Food, Drug, and Cosmetic Act, as
amended (the “FDCA”). The FDCA and other various federal, state and foreign statutes govern or influence the research, testing,
manufacture, safety, labeling, storage, recordkeeping, approval, promotion, marketing, distribution, post-approval monitoring and
reporting, sampling, quality, and import and export of our medicines. State, local, and other authorities also regulate pharmaceutical
manufacturing.
Applicable legislation requires licensing of manufacturing and contract research facilities, carefully controlled research and
testing of products, and governmental review and/or approval of results prior to marketing therapeutic products. Additionally, adherence
to GLPs and cGCPs during nonclinical and clinical testing and cGMP during production is required. Our manufacturing CMOs are
subject to periodic inspection by the FDA and other foreign equivalents to ensure that they are operating in compliance with cGMP
requirements. In addition, marketing authorization for each new medicine may require a rigorous manufacturing pre-approval inspection
by regulatory authorities. Post approval, there are strict regulations regarding changes to the manufacturing process, and, depending on
the significance of the change, changes may require prior FDA approval. FDA regulations also require investigation and correction of
any deviations from cGMP and impose reporting and documentation requirements upon us and any third-party manufacturers that we
may decide to use.
19
In addition, we are subject to other state and federal laws, including, among others, anti-kickback laws, fraud and abuse, false
claims laws, Sunshine Act, patient protection and affordable care, data privacy and security laws and regulations, and transparency laws
that restrict certain business practices in the pharmaceutical industry. Violations of these healthcare laws can result in significant
penalties, including civil, criminal and administrative penalties. Moreover, government coverage and reimbursement policies will both
directly and indirectly impact our ability to successfully commercialize any future approved products, and such coverage and
reimbursement policies will be impacted by enacted and any applicable future healthcare reform and drug pricing measures. Further,
the United States and some foreign jurisdictions may consider and enact additional legislative and regulatory initiatives to change the
healthcare system and modify these laws in ways that could affect the pharmaceutical industry.
U.S. Pharmaceutical Product Development Process
To establish a new product candidate’s safety and efficacy, the FDA requires companies seeking approval to market a
pharmaceutical drug product to submit extensive preclinical and clinical data, along with other information, for each indication for which
the product will be labeled. The data and information are submitted to the FDA in the form of a New Drug Application, or NDA, which
must be accompanied by payment of a significant user fee unless a waiver or exemption applies. Generating the required data and
information for an NDA takes many years and requires the expenditure of substantial resources. Information generated in this process
is susceptible to varying interpretations that could delay, limit or prevent regulatory approval at any stage of the process. The failure to
demonstrate adequately the quality, safety and efficacy of a product candidate under development would delay or prevent regulatory
approval of the product candidate. Under applicable laws and FDA regulations, each NDA submitted for FDA approval is given an
internal administrative review within 60 days following submission of the NDA. If deemed sufficiently complete to permit a substantive
review, the FDA will “file” the NDA. The FDA can refuse to file any NDA that it deems incomplete or not properly reviewable. The
FDA has established internal goals of eight months from submission for priority review of NDAs that cover new product candidates that
offer major advances in treatment or provide a treatment where no adequate therapy exists, and 12 months from submission for the
standard review of NDAs. However, the FDA is not legally required to complete its review within these periods, these performance
goals may change over time and the review is often extended by FDA requests for additional information or clarification. Moreover, the
outcome of the review, even if generally favorable, may not be an actual approval but a “complete response letter” that describes
additional work that must be done before the NDA can be approved. Before approving an NDA, the FDA can choose to inspect the
facilities at which the product is manufactured and will not approve the product unless the manufacturing facility complies with cGMPs.
The FDA may also audit sites at which clinical trials have been conducted to determine compliance with cGCPs and data integrity. The
FDA’s review of an NDA may also involve review and recommendations by an independent FDA advisory committee, particularly for
novel indications. The FDA is not bound by the recommendation of an advisory committee. Further, the FDA may require that certain
contraindications, warnings or precautions be included in the product labeling.
Pharmaceutical Coverage, Pricing and Reimbursement
In the United States and markets in other countries, sales of any products for which we receive regulatory approval for commercial
sale will depend in part on the availability of coverage and adequate reimbursement from third-party payors, including government
authorities, managed care providers, private health insurers and other organizations. In the United States, private health insurers and
other third-party payors often provide reimbursement for products and services based on the level at which the government (through the
Medicare or Medicaid programs) provides reimbursement for such products and services. There is no uniform coverage and
reimbursement policy among third-party payors in the United States; however, private third-party payors often follow Medicare
coverage policy and payment limitations in setting their own reimbursement rates. Third-party payors are increasingly examining the
medical necessity and cost-effectiveness of medical products and services in addition to their safety and efficacy and, accordingly,
significant uncertainty exists as to the coverage and reimbursement status of newly approved therapeutics. In particular, in the United
States, the European Union and other potentially significant markets for our product candidates, government authorities and third-party
payors are increasingly attempting to limit or regulate the price of medical products and services, particularly for new and innovative
products and therapies, which often has resulted in average selling prices that are lower than they would otherwise be. The increased
emphasis on managed healthcare in the United States and on country and regional pricing and reimbursement controls in the European
Union will put additional pressure on product pricing, reimbursement and utilization, which may adversely affect our future product
sales and results of operations. These pressures can arise from rules and practices of managed care groups, judicial decisions and
governmental laws and regulations related to Medicare, Medicaid and healthcare reform, pharmaceutical reimbursement policies and
pricing in general. As a result, coverage and adequate third-party reimbursement may not be available for our product candidates to
enable us to realize an appropriate return on our investment in research and product development.
20
The market for our products and product candidates for which we may receive regulatory approval will depend significantly on
access to third-party payors’ drug formularies, or lists of medications for which third-party payors provide coverage and reimbursement.
The industry competition to be included in such formularies often leads to downward pricing pressures on pharmaceutical companies.
Also, third-party payors may refuse to include a particular branded drug in their formularies or may otherwise restrict patient access to
a branded drug when a less costly generic equivalent or other alternative is available. In addition, because each third-party payor
individually approves coverage and reimbursement levels, obtaining coverage and adequate reimbursement is a time-consuming and
costly process. We would be required to provide scientific and clinical support for the use of any product to each third-party payor
separately with no assurance that approval would be obtained, and we may need to conduct expensive pharmacoeconomic studies in
order to demonstrate the cost-effectiveness of our products. This process could delay the market acceptance of any of our product
candidates for which we may receive approval and could have a negative effect on our future revenue and operating results. We cannot
be certain that our product candidates will be considered cost-effective. If we are unable to obtain coverage and adequate payment levels
for our product candidates from third-party payors, physicians may limit how much or under what circumstances they will prescribe or
administer them and patients may decline to purchase them. This in turn could affect our ability to successfully commercialize our
products and impact our profitability, results of operations, financial condition, and future success.
Cytokinetics Human Capital
As of December 31, 2024, we had 498 employees.
We are committed to fostering and maintaining a culture that engenders collaboration and teamwork, inclusion, respect,
transparency and candor. We provide our employees with an array of professional development resources and tools to support their
learning, growth and development opportunities. We were honored to be recognized as a San Francisco Times Best Place to Work and
Great Places to Work in 2024.
Our compensation and benefit programs are designed to enable us to attract and retain the best employees in a very competitive
life science sector and regularly benchmark and survey the market to ensure we maintain competitive programs. In addition, we routinely
survey our employees to measure engagement, identify and take action on opportunities for improvement, and share these results with
employees.
We have a rigorous annual goal setting and goal evaluation process under the supervision of the Compensation and Talent
Committee of our Board of Directors and senior management to assist our employees in understanding what is expected of them
individually and as an organization.
Our Compensation and Talent Committee of the Board of Directors reviews employee engagement, reward programs, human
resource metrics, including attrition, retention and staffing on an on-going basis.
Investor Information
We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act. The SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is
www.sec.gov.
You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-
K and amendments to those reports on the day of filing with the SEC on our website at www.cytokinetics.com or by contacting the
Investor Relations Department at our corporate offices by calling 650-624-3060. The information found on our website is not part of
this or any other report filed with or furnished to the SEC.
21
ITEM 1A. RISK FACTORS
In evaluating our business, you should carefully consider the following risks in addition to the other information in this report.
Any of the following risks could materially and adversely affect our business, results of operations, financial condition or your
investment in our securities, and many are beyond our control. The risks and uncertainties described below are not the only ones facing
us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also adversely affect our
business.
Risks Specific to our Company in connection with our Research and Development Activities
The regulatory approval and marketing authorization process is expensive, time-consuming and uncertain and may prevent
our partners or us from obtaining approvals to commercialize some or all of our drug candidates.
The research, testing, manufacturing, selling and marketing of drugs are subject to extensive regulation by the FDA and other
regulatory authorities in the United States and other countries. Neither we nor our partners are permitted to market our potential drugs
in the United States until we receive approval of an NDA from the FDA. We have never received NDA or other marketing approval for
any of our drug candidates. Obtaining NDA approval is a lengthy, expensive and uncertain process. The FDA and foreign regulatory
agencies can delay, limit or deny approval of a drug candidate for many reasons, including, but not limited to, a determination that a
drug candidate is not safe or effective, that the data from non-clinical testing and clinical trials is insufficient and that our partner’s or
the contract manufacturer’s processes or facilities are not in compliance with GMP. Even if we receive regulatory approval to
manufacture and sell a drug in a particular regulatory jurisdiction, other jurisdictions’ regulatory authorities may not approve that drug
for manufacture and sale.
Regulatory approval of an NDA, NDA supplement or other marketing application for our drug candidates is never guaranteed.
For example, our NDA for omecamtiv mecarbil for the treatment of HFrEF resulted in a complete response letter notwithstanding the
fact that GALACTIC-HF met its primary efficacy endpoint. As an example of the NDA for omecamtiv mecarbil illustrates, while we
have submitted an NDA to FDA and an MAA to EMA for aficamten, such marketing applications may not lead to any regulatory
approvals, or may result in requirements to conduct additional clinical trials prior to any potential approvals, which would increase our
development costs and delay or preclude any revenue from commercial sales of aficamten and/or our other drug candidates.
Clinical trials may fail to demonstrate the desired safety and efficacy of our drug candidates, which could prevent or
significantly delay completion of clinical development and regulatory approval.
Prior to receiving approval to commercialize any of our drug candidates, we or our partners must adequately demonstrate to the
satisfaction of FDA and foreign regulatory authorities that the drug candidate is sufficiently safe and effective with substantial evidence
from well-controlled clinical trials. We or our partners will need to demonstrate efficacy in clinical trials for the treatment of specific
indications and monitor safety throughout the clinical development process and following approval. None of our drug candidates have
yet met the safety and efficacy standards required for regulatory approval for commercialization and they may never do so. For example,
the CRL we received on February 28, 2023 in connection to our NDA for omecamtiv mecarbil stated the results of GALACTIC-HF
were not sufficiently persuasive to establish substantial evidence of effectiveness for reducing the risk of heart failure events and
cardiovascular death in adults with chronic heart failure with HFrEF, and on March 31, 2023, we announced the discontinuation of
COURAGE-ALS, our Phase 3 clinical trial of reldesemtiv in patients with ALS, due to futility. If we fail to demonstrate that our drugs
are safe and efficacious, we may incur additional development costs and be precluded from realizing commercial sales for our drug
candidates.
If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or
otherwise adversely affected.
The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a
sufficient number of patients who remain in the trial until its conclusion. We may experience difficulties in patient enrollment in clinical
trials for a variety of reasons, including, but not limited to, the existence of approved therapies and the concurrent enrollment of clinical
trials for competing therapies. The enrollment of patients depends on many factors, including: the patient eligibility criteria defined in
the protocol; the size of the patient population required for analysis of the trial’s primary endpoints; the proximity of patients to study
sites; the design of the trial; the ability to recruit clinical trial investigators with the appropriate competencies and experience; clinicians’
and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies or
clinical trials being conducted by our competitors; the ability to obtain and maintain patient consents; the risk that patients enrolled in
clinical trials will drop out of the trials before completion. Delays in patient enrollment may result in increased costs or may affect the
timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely affect our and our partners’
ability to advance the development of product candidates.
22
The failure to successfully develop, manufacture and obtain regulatory clearance or approval of an immunoassay or
companion diagnostics, if required by FDA as a condition to approval of our drugs, could harm our development and
commercialization strategy for such drugs in key markets.
In connection with the anticipation of filing of a new NDA and MAA for omecamtiv mecarbil at the conclusion of the COMET-
HF trial, FDA and/or EMA may require that patients treated with omecamtiv mecarbil have their blood monitored during titration for
concentrations of the drug in order to ensure optimized dosing that maximizes benefits without undue risk. We have contracted with
Microgenics Corporation, a subsidiary of Thermo Fisher, to develop and eventually commercialize an antibody-based immunoassay for
blood concentrations of omecamtiv mecarbil. The development, manufacture and regulatory approval of an antibody-based
immunoassay, however, may be complex and/or time consuming. Such an immunoassay could require regulatory clearance by FDA as
a companion diagnostic device or similar regulatory clearance by EMA, and there is no assurance that such regulatory clearance will be
obtained. In addition, if required by FDA and/or EMA as part of any approved label for omecamtiv mecarbil, we will be dependent on
Microgenics Corporation to successfully manufacture and commercialize its immunoassay in sufficient quantities in all key markets in
which we may seek to commercialize omecamtiv mecarbil, failing which, our potential sales of omecamtiv mecarbil could be materially
adversely affected.
We depend on CROs to conduct our clinical trials and we have limited control over their performance. If these CROs do not
successfully carry out their contractual duties or meet expected deadlines, or if we lose any of our CROs, we may not be able
to obtain regulatory approval for or commercialize our product candidates on a timely basis, if at all.
We have used and intend to continue to use a limited number of CROs within and outside of the United States to conduct clinical
trials of our drug candidates and related activities. We do not have control over many aspects of our CROs’ activities, and cannot fully
control the amount, timing or quality of resources that they devote to our programs. CROs may not assign as high a priority to our
programs or pursue them as diligently as we would if we were undertaking these programs ourselves. The activities conducted by our
CROs therefore may not be completed on schedule or in a satisfactory manner. CROs may also give higher priority to relationships with
our competitors and potential competitors than to their relationships with us. Outside of the United States, we are particularly dependent
on our CROs’ expertise in communicating with clinical trial sites and regulatory authorities and ensuring that our clinical trials and
related activities and regulatory filings comply with applicable laws.
Although we rely, and will continue to rely, on these third parties to conduct our clinical trials, we remain responsible for ensuring
that each of our studies and clinical trials is conducted in accordance with the applicable protocol, legal, regulatory and scientific
standards and our reliance on third parties does not relieve us of our regulatory responsibilities. We, and these third parties are required
to comply with cGCPs for clinical studies. cGCPs are regulations and guidelines enforced by the FDA, EMA and comparable foreign
regulatory authorities for all of our products in clinical development. Regulatory authorities enforce cGCPs through periodic inspections
of trial sponsors, principal investigators and trial sites. If we or any of our third-party contractors fail to comply with applicable regulatory
requirements, including cGCPs, the clinical data generated in our clinical trials may be deemed unreliable and FDA, EMA, or
comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing
applications. There can be no assurance that upon inspection by a given regulatory authority, such regulatory authority will determine
that any of our clinical trials comply with cGCP regulations. In addition, our clinical trials must be conducted with product produced
under cGMP regulations. Our failure to comply with these regulations may require us to repeat clinical trials, which could add additional
costs and could delay the regulatory approval process.
Risks Specific to our Company in connection with our Commercial Operations
The size of the potential market for aficamten or our other product candidates is difficult to estimate and, if any of our
assumptions are inaccurate, the actual markets for our product candidates may be smaller than our estimates. If the market
opportunities for any product candidates we develop are smaller than we believe they are, or if any approval that we obtain is
based on a narrower definition of the patient population, our potential revenues may be adversely affected, and our business
may suffer.
Our potential market opportunity is based on a number of internal and third-party estimates and resources, including, without
limitation, our estimates and research, as well as industry and general publications and research, surveys and studies conducted by third
parties, which may be incorrect. Our estimated potential market opportunity for cardiac myosin inhibitors in HCM is based on the
following assumptions: our understanding of the prevalence of HCM in the general population from published epidemiological studies
and analysis of longitudinal claims data, the percentage split of diagnosed obstructive HCM and non-obstructive HCM patients derived
from market research and patient transaction databases, the percentage of available symptomatic patients not adequately managed by
the current standard of care among diagnosed HCM patients, rates of patient compliance and persistence, based on patient transaction
database and/or third-party market research. The conditions supporting our assumptions or estimates and the market data supporting
these assumptions and estimates may change at any time or otherwise be inaccurate, thereby reducing the predictive accuracy of these
underlying factors.
23
Our total addressable market will ultimately depend upon, among other things, the willingness of patients and HCPs to utilize
cardiac myosin inhibitors, the number of actual treatable symptomatic patients on cardiac myosin inhibitors therapy over time, the subset
of eligible HCM patients included in the final label for each of our product candidates, if approved for sale for these indications,
acceptance and accessibility by the medical community and patients, market share, drug pricing and reimbursement across payer types
(i.e., Medicare, commercial, Medicaid, etc.). The number of patients with HCM, HFpEF or HFrEF in the United States and other major
markets and elsewhere may turn out to be materially lower than expected, patients may not be otherwise amenable to treatment with our
product candidates or new patients may become increasingly difficult to identify or gain access to, all of which would harm our results
of operations and our business. If our conclusions, analysis or internally generated data prove to be inaccurate or we make errors in our
assumptions based on that data, our total addressable market may be meaningfully smaller than we have estimated, our future growth
opportunities and sales growth may be impaired, any of which could have a material adverse effect on our business, financial condition
and results of operations.
Our competitors may develop drugs that are less expensive, safer and/or have similar or better efficacy than ours, which may
diminish or eliminate the commercial success of any drugs that we may commercialize.
We compete with companies that have developed drugs or are developing drug candidates for cardiovascular diseases, diseases
and conditions associated with muscle weakness or wasting and other diseases for which our drug candidates may be useful treatments.
We will also compete for market share against large pharmaceutical and biotechnology companies and smaller companies that are
collaborating with larger pharmaceutical companies, new companies, academic institutions, government agencies and other public and
private research organizations. Many of these competitors, either alone or together with their partners, may develop new drug candidates
that will compete with ours. Many of these competitors have larger research and development programs or substantially greater financial
resources than we do. If our competitors market drugs that are less expensive, safer and/or have similar or better efficacy than our
potential drugs, or that reach the market sooner than our potential drugs, we may not achieve commercial success.
The commercial success of our products depends on the availability and sufficiency of third-party payor coverage and
reimbursement.
Patients in the United States and elsewhere generally rely on third-party payors to reimburse part or all of the costs associated
with their prescription drugs. Accordingly, market acceptance of our products is dependent on the extent to which third-party coverage
and reimbursement is available from government health administration authorities (including in connection with government healthcare
programs, such as Medicare and Medicaid in the United States), private healthcare insurers and other healthcare funding organizations.
Significant uncertainty exists as to the coverage and reimbursement status of any products for which we may obtain regulatory approval.
Even if we obtain coverage for a given drug product, the timeframe from approval to coverage could be lengthy, inadequate, and/or the
associated reimbursement rate may not be adequate to cover our costs, including research, development, intellectual property,
manufacture, sale and distribution expenses, or may require co-payments that patients find unacceptably high.
We currently have limited interactions and relationships with payors. Our ability to engage with US payors and secure coverage
may improve as FDA review of our NDA advances. Over time, we anticipate our drugs will be adopted by our patients as indicated by
their labels once they are approved by regulatory authorities. To achieve this adoption, our drugs will need to be widely reimbursed and
listed in formularies of major pharmacy benefit managers and payors in the U.S. These major pharmacy benefit managers and payors
include Medicare, Medicaid, VA, DoD, TriCare, and commercial payors. The process to achieve coverage with pharmacy benefit
managers and payors can be time consuming, is not guaranteed and if achieved can impact profitability given the level of rebates often
required.
Coverage and reimbursement policies for drug products can differ significantly from payor to payor as there is no uniform policy
of coverage and reimbursement for drug products among third-party payors in the United States. There may be significant delays in
obtaining coverage and reimbursement as the process of determining coverage and reimbursement is often time-consuming and costly
which will require us to provide scientific and clinical support for the use of our products to each payor separately, with no assurance
that coverage or adequate reimbursement will be obtained. It is difficult to predict at this time what third-party will decide with respect
to coverage and reimbursement for our products. Coverage policies and third party reimbursement rates may change at any time. Even
if favorable coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less
favorable coverage policies and reimbursement rates may be implemented in the future.
In addition, there is significant uncertainty regarding the reimbursement status of newly approved healthcare products. We may
need to conduct expensive pharmacoeconomic studies in order to demonstrate the cost-effectiveness of our products. If third-party
payors do not consider our products to be cost-effective compared to other therapies, the payors may not cover our products as a benefit
under their plans, or if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.
24
Additionally, to the extent required by regulatory authorities for the safe and effective use of any of our future marketed products,
we or our partners may develop companion diagnostic tests for use with our product candidates such as with omecamtiv mecarbil.
Companion diagnostic tests require coverage and reimbursement separate and apart from the coverage and reimbursement for their
companion pharmaceutical or biological products. Similar challenges to obtaining coverage and reimbursement, applicable to
pharmaceutical products, will apply to companion diagnostics and could adversely impact the commercial prospects of omecamtiv
mecarbil or any other drug we may develop that requires a companion diagnostic test.
If we are unable to obtain and maintain sufficient third-party coverage and adequate reimbursement for our products, the
commercial success of our drug products may be greatly hindered and our financial condition and results of operations may be materially
and adversely affected.
We have no manufacturing capabilities and depend on contract manufacturers to produce our clinical trial materials,
including our drug candidates, and will have continued reliance on contract manufacturers for the development and
commercialization of our potential drugs.
We do not operate manufacturing facilities for clinical or commercial production of our drug candidates and rely on CMOs for
the manufacture of finished drug product and active pharmaceutical ingredient. We have limited experience in drug formulation and
manufacturing, and we lack the resources and the capabilities to manufacture any of our drug candidates on a clinical or commercial
scale.
In addition, under our license and collaboration agreements, we have committed to providing Sanofi and Bayer with supply of
aficamten for development and commercialization of aficamten in China, Taiwan and Japan, which we will have to source from our
contract manufacturers. We expect to rely on contract manufacturers to supply all future drug candidates for which we conduct
development, as well as other materials required to conduct our clinical trials, and to fulfil our obligations under our license and
collaboration agreements.
If any of our existing or future contract manufacturers fail to, or are unable to perform satisfactorily or if any of the raw materials
or drug products are subject to restrictive import/export controls, it could delay development or regulatory approval of our drug
candidates or commercialization of our drugs, producing additional losses and depriving us of potential product revenues, and also lead
to our breach of one of our license and collaboration agreements, giving rise to the ability to terminate such agreements and other adverse
consequences as stipulated in such agreements. In addition, if a contract manufacturer fails to, or is unable to, perform as agreed, our
ability to collect damages may be contractually limited.
Switching manufacturers or manufacturing sites would be difficult and time-consuming because the number of potential
manufacturers is limited. In addition, before a drug from any replacement manufacturer or manufacturing site can be commercialized,
the FDA and, in some cases, foreign regulatory agencies, must approve that site. These approvals would require regulatory testing and
compliance inspections. A new manufacturer or manufacturing site also would have to be educated in, or develop substantially
equivalent processes for, production of our drugs and drug candidates. It may be difficult or impossible to transfer certain elements of a
manufacturing process to a new manufacturer or for us to find a replacement manufacturer on acceptable terms quickly, or at all, either
of which would delay or prevent our ability to develop drug candidates and commercialize any resulting drugs.
We may not be able to successfully manufacture our drug candidates in sufficient quality and quantity, which would delay or
prevent us from developing our drug candidates and commercializing approved drug products, if any.
To date, our drug candidates have been manufactured in quantities adequate for preclinical studies and early through late-stage
clinical trials. In order to conduct large scale clinical trials for a drug candidate and for commercialization of the resulting drug if that
drug candidate is approved for sale, we will need to manufacture some drug candidates in larger quantities and validate the repeatability
of those manufacturing processes. We may not be able to successfully repeat or increase the manufacturing capacity for any of our drug
candidates, whether in collaboration with third-party manufacturers or on our own, in a timely or cost-effective manner or at all.
Significant changes or scale-up of manufacturing may require additional validation studies, which are costly and which regulatory
authorities must review and approve. In addition, quality issues may arise during those changes or scale-up activities because of the
inherent properties of a drug candidate itself or of a drug candidate in combination with other components added during the
manufacturing and packaging process, or during shipping and storage of the finished product or active pharmaceutical ingredients.
25
Our drug candidates require precise high-quality manufacturing. The failure to achieve and maintain high manufacturing
standards in compliance with cGMP, including failure to document and detect, control, analyze and resolve anticipated or unanticipated
manufacturing errors or the frequent occurrence of such errors, could result in patient injury or death, discontinuance or delay of ongoing
or planned clinical trials, delays or failures in product testing or delivery or regulatory approval, cost overruns, product recalls or
withdrawals and other problems that could seriously hurt our business. Contract drug manufacturers often encounter difficulties
involving production yields, quality control and quality assurance and shortages of qualified personnel. These manufacturers are subject
to stringent regulatory requirements, including cGMPs, regulations and similar foreign laws and standards. Each contract manufacturer
must pass a pre-approval inspection before we can obtain marketing approval for any of our drug candidates and following approval
will be subject to ongoing periodic unannounced inspections by the FDA, the U.S. Drug Enforcement Agency and other regulatory
agencies, to ensure strict compliance with cGMPs and other applicable government regulations and corresponding foreign laws and
standards. We seek to ensure that we and our contract manufacturers comply fully with all applicable regulations, laws and standards.
However, we do not have control over our contract manufacturers’ compliance with these regulations, laws and standards. If one of our
contract manufacturers fails to pass its pre-approval inspection or maintain ongoing compliance at any time, the production of our drug
candidates could be interrupted, resulting in delays or discontinuance of our clinical trials, additional costs and potentially lost revenues
from delays or refusals of regulatory approvals for our drug candidates. In addition, failure of any third-party manufacturers or us to
comply with applicable regulations, including pre- or post-approval inspections and the cGMP requirements of the FDA or other
comparable regulatory agencies, could result in sanctions being imposed on us. These sanctions could include fines, injunctions, civil
penalties, failure of regulatory authorities to grant marketing approval of our products, delay, suspension or withdrawal of approvals,
license revocation, product seizures or recalls, operational restrictions and criminal prosecutions, any of which could significantly and
adversely affect our business.
If we or our partners receive regulatory approval for our drug candidates, we or they will be subject to ongoing obligations to
and continued regulatory review by the FDA and foreign regulatory agencies, and may be subject to additional post-marketing
obligations such as an ETASU or other form of REMS, all of which may result in significant expense and limit
commercialization of our potential drugs.
Any regulatory approvals that we or our partners receive for our drug candidates may be subject to limitations on the indicated
uses for which the drug may be marketed or require potentially costly post-marketing follow-up studies or compliance with a REMS
program that includes FDA's elements of safe use. For example, Camzyos® (mavacamten), a small molecule myosin inhibitor
commercialized by Bristol-Myers Squibb Company has a similar mechanism of action to aficamten and is subject to a REMS with all
of the elements of safe use, an FDA imposed program designed to support the safe use of certain medications with serious safety concerns
to help ensure the benefits of the medication outweigh its risks. The Camzyos® (mavacamten) REMS program requires, among other
things, restrictions and qualifications on pharmacies that dispense the drug and certification, record-keeping, ongoing monitoring and
patient counseling obligations on physicians who prescribe the drug. The requirements of an REMS program, particularly one that
includes the FDA's elements of safe use, may limit the commercial success of a drug due by making it more difficult and time consuming
for physicians to prescribe the drug and for patients to obtain and subsequently use a drug. Since aficamten is a small molecule myosin
inhibitor with a similar mechanism of action to Camzyos® (mavacamten), it is possible that FDA or other regulatory bodies may
condition marketing approval of aficamten on the implementation of a similar REMS program to that of Camzyos® (mavacamten). The
commercial success of aficamten will be highly dependent on differentiation of aficamten from Camzyos®. Our proposed NDA as
submitted to FDA contained a distinct risk mitigation approach specific to aficamten. We believe the commercial prospects of aficamten
are highly dependent on whether FDA approves aficamten with a label and/or post-marketing conditions that are less challenging to
prescribers and patients than the REMS applicable to Camzyos®.
In addition, if the FDA or foreign regulatory agencies approves any of our drug candidates, the labeling, packaging, adverse event
reporting, storage, advertising, promotion and record-keeping for the drug will be subject to extensive regulatory requirements. The
subsequent discovery of previously unknown problems with the drug, including adverse events of unanticipated severity or frequency,
or the discovery that adverse events or toxicities observed in preclinical research or clinical trials that were believed to be minor
constitute much more serious problems, may result in restrictions on the marketing of the drug or withdrawal of the drug from the
market.
If physicians and patients do not accept our drugs, we may be unable to generate significant revenue, if any.
Even if our drug candidates obtain regulatory approval, the resulting drugs, if any, may not gain market acceptance among
physicians, healthcare payors, patients and the medical community. Even if the clinical safety and efficacy of drugs developed from our
drug candidates are established for purposes of approval, physicians may elect not to recommend these drugs for a variety of reasons
including, but not limited to: the availability of competitive drugs to the market; cost-effectiveness; availability of insurance coverage
and reimbursement; convenience and ease of administration; prevalence and severity of adverse events; HCP practice patterns and
familiarity with earlier to market therapies.
26
Risks Specific to our Company in connection with our Intellectual Property
Our success depends substantially upon our ability to obtain and maintain intellectual property protection relating to our drug
candidates, compounds and research technologies.
We own, co-own or hold exclusive licenses to a number of U.S. and foreign patents and patent applications directed to our drug
candidates, compounds and research technologies. Our success depends on our ability to obtain patent protection both in the United
States and in other countries for our drug candidates, their methods of manufacture and use, and our technologies. Our ability to protect
our drug candidates, compounds and technologies from unauthorized or infringing use by third parties depends substantially on our
ability to obtain and enforce our patents. If our issued patents and patent applications, if granted, do not adequately describe, enable or
otherwise provide coverage of our technologies and drug candidates, we, our licensors or our licensees would not be able to exclude
others from developing or commercializing these drug candidates. Furthermore, the degree of future protection of our proprietary rights
is uncertain because legal means may not adequately protect our rights or permit us to gain or keep our competitive advantage. If we are
unable to obtain and maintain sufficient intellectual property protection for our technologies and drug candidates, or if the scope of the
intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize drug candidates
similar or identical to ours, and our ability to successfully commercialize product candidates that we may pursue may be impaired.
We may not be able to protect our intellectual property rights throughout the world. Patent protection is afforded on a country-
by-country basis. Filing, prosecuting and defending patents on our product candidates in all countries throughout the world would be
prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those
in the United States. Many companies have encountered significant difficulties in protecting and defending intellectual property rights
in foreign jurisdictions. In addition, the legal protection afforded to inventors and owners of intellectual property in countries outside of
the United States may not be as protective of intellectual property rights as in the United States. Therefore, we may be unable to acquire
and protect intellectual property developed by these contractors to the same extent as if these development activities were being
conducted in the United States. If we encounter difficulties in protecting our intellectual property rights in foreign jurisdictions, our
business prospects could be substantially harmed.
Patent terms may be inadequate to protect our competitive position on our technologies and drug candidates for an adequate
amount of time. Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a
patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a
patent, and the protection it affords, is limited. Even if patents covering our technologies and drug candidates are obtained, once the
patent life has expired, we may be open to competition from competitive products, including generics. Given the amount of time required
for the development, testing and regulatory review of new drug candidates, patents protecting such candidates might expire before or
shortly after such candidates are commercialized. As a result, our owned, co-owned and licensed patent portfolio may not provide us
with sufficient rights to exclude others from commercializing products similar or identical to ours or our partners.
If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely
affected and our business would be harmed.
We rely on trade secrets to protect our technology, particularly where we believe patent protection is not appropriate or obtainable.
However, trade secrets are often difficult to protect, especially outside of the United States. While we endeavor to use reasonable efforts
to protect our trade secrets, our or our partners’ employees, consultants, contractors or scientific and other advisors may unintentionally
or willfully disclose our information to competitors. In addition, confidentiality agreements, if any, executed by those individuals may
not be enforceable or provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized
use or disclosure. We cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain
that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain
access to our trade secrets or independently develop substantially equivalent information and techniques. Pursuing a claim that a third
party had illegally obtained and was using our trade secrets would be expensive and time-consuming, and the outcome would be
unpredictable. Even if we are able to maintain our trade secrets as confidential, if our competitors lawfully obtain or independently
develop information equivalent or similar to our trade secrets, our business could be harmed.
If we are sued for infringing third-party intellectual property rights, it will be costly and time-consuming, and an unfavorable
outcome could have a significant adverse effect on our business.
Our ability to commercialize drugs depends on our ability to use, manufacture and sell those drugs without infringing the patents
or other proprietary rights of third parties. Numerous U.S. and foreign issued patents and pending patent applications owned by third
parties exist in the therapeutic areas in which we are developing drug candidates and seeking new potential drug candidates. In addition,
because patent applications can take several years to issue, there may be currently pending applications, unknown to us, which could
later result in issued patents that our activities with our drug candidates could infringe. There may also be existing patents, unknown to
us, that our activities with our drug candidates could infringe.
27
If a third party claims that our actions infringe its patents or other proprietary rights, we could face a number of issues that could
seriously harm our competitive position, including, but not limited to: infringement and other intellectual property claims can be costly
and time-consuming to litigate; substantial damages; a court prohibiting us from selling or licensing our drugs or technologies; and if a
license is available to such technology, we may have to pay substantial royalties or grant cross-licenses to our patents or other proprietary
rights.
We may undertake infringement or other legal proceedings against third parties, causing us to spend substantial resources on
litigation and exposing our own intellectual property portfolio to challenge.
Third parties may infringe our patents. To prevent infringement or unauthorized use, we may need to file infringement suits,
which are expensive and time-consuming. In an infringement proceeding, a court may decide that one or more of our patents is invalid,
unenforceable, or both. In such case third parties may be able to use our technology without paying licensing fees or royalties. Even if
the validity of our patents is upheld, a court may refuse to stop the other party from using the technology at issue on the ground that the
other party’s activities are not covered by our patents. Policing unauthorized use of our intellectual property is difficult, and we may not
be able to prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as
fully as in the United States. In addition, third parties may affirmatively challenge the scope or validity of our patent rights.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed
confidential information of third parties or that we or our employees have wrongfully used or disclosed trade secrets of their
former employers.
Many of our employees were previously employed at universities or other biotechnology or pharmaceutical companies, including
our competitors or potential competitors. Although no legal proceedings against us are currently pending, we may be subject to claims
that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their
former employers. Litigation may be necessary to defend against these claims. If we fail in defending these claims, in addition to paying
monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key research personnel or their work product
could hamper or prevent our ability to develop and commercialize certain potential drugs, which could significantly harm our business.
Even if we are successful in defending against these claims, litigation could result in substantial costs and distract management.
Financial Risks
We have a history of significant losses and may not achieve or sustain profitability and, as a result, you may lose part or all of
your investment.
We have incurred operating losses in each year since our inception in 1997, due to costs incurred in connection with our research
and development activities and general and administrative costs associated with our operations. Our drug candidates are all in early
through late-stage clinical testing. We expect to incur increasing losses, as we continue our research activities and conduct development
of, and seek regulatory approvals for, our drug candidates, and commercialize aficamten, if approved. If our drug candidates fail or do
not gain regulatory approval, or if our drugs do not achieve market acceptance, we will not be profitable. If we fail to become and remain
profitable, or if we are unable to fund our continuing losses, you could lose part or all of your investment.
We will need substantial additional capital in the future to sufficiently fund and maintain our operations.
We have consumed substantial amounts of capital to date, and our operating expenditures will increase as we expand our research
and development activities and expand our organization to commercialize aficamten, if approved. We have funded our operations and
capital expenditures with proceeds primarily from private and public sales of our equity securities, royalty monetization agreements,
revenue interest agreements, strategic alliances, long-term debt, other financings, interest on investments and grants. We believe our
existing cash and cash equivalents, short-term investments and interest earned on investments should be sufficient to meet our projected
operating requirements for at least the next 12 months. We based this estimate on assumptions that may prove to be wrong, and we could
utilize our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with
the development of our drug candidates and other research and development activities, including risks and uncertainties that could
impact the rate of progress of our development activities, we are unable to estimate with certainty the amounts of capital outlays and
operating expenditures associated with these activities.
28
For the foreseeable future, our operations will require significant additional funding, in large part due to our research and
development expenses, the organizational scale up and associated expenditures with commercial readiness activities to launch aficamten,
if approved, combined with the absence of any revenues until sometime in late 2025, if at all. Until we can generate a sufficient amount
of product revenue, we expect to raise future capital through strategic alliance and licensing arrangements, public or private equity
offerings and debt financings. We do not have any commitments for future funding other than through loans under the RP Multi Tranche
Loan Agreement and reimbursements, milestone and royalty payments that we may receive under our agreements with Sanofi and Bayer.
We may not receive any further funds under any of these agreements, for example, if we fail to satisfy the conditions for future loan
disbursement or as a result of the default or insolvency of our lenders. Our ability to raise funds may be adversely impacted by worsening
economic conditions or disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide. As a result of these
and other factors, we do not know whether additional financing will be available when needed, or that, if available, such financing would
be on terms favorable to our stockholders or us, and if we cannot raise the funds we need to operate our business, we will need to delay
or discontinue certain research and development activities, and our stock price may be negatively affected.
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely
affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the
2026 Notes, the 2027 Notes, the RP Multi Tranche Loan Agreement and the RP OM Loan Agreement.
As of December 31, 2024 and 2023 we had $0.8 billion and $0.6 billion of debt recorded on the balance sheet comprised of the
RP Multi Tranche Loan Agreement, the RP OM Loan Agreement, and the 2026 and 2027 Convertible Notes, respectively.
We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative
consequences for our security holders and our business, results of operations and financial condition by, among other things: increasing
our vulnerability to adverse economic and industry conditions; limiting our ability to obtain additional financing; requiring the dedication
of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for
other purposes; limiting our flexibility to plan for, or react to, changes in our business; diluting the interests of our existing stockholders
as a result of issuing shares of our common stock upon conversion of the Convertible Notes; and placing us at a possible competitive
disadvantage with competitors that are less leveraged than us or have better access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay
amounts due under our indebtedness and our cash needs may increase in the future. In addition, any required repurchase of the
Convertible Notes for cash as a result of a fundamental change would lower our current cash on hand such that we would not have those
funds available for us in our business. Further any future indebtedness that we may incur may contain financial and other restrictive
covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply
with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which
could, in turn, result in that and our other indebtedness becoming immediately payable in full.
Covenants in the RP Multi Tranche Loan Agreement, the RP OM Loan Agreement, the RP CK-586 RPA, the RP Aficamten
RPA, the RP OM RPA, and the indentures related to our Convertible Notes restrict our business and operations in many ways
and if we do not effectively manage our covenants, our financial conditions and results of operations could be adversely
affected.
The RP Multi Tranche Loan Agreement, the RP OM Loan Agreement, the RP CK-586 RPA, the RP Aficamten RPA, the RP OM
RPA, and the indentures related to the Convertible Notes require that we comply with certain covenants, including among other things,
covenants restricting dispositions, changes in business, management, ownership or business locations, mergers or acquisitions,
indebtedness, encumbrances, distributions, investments, transactions with affiliates and subordinated debt, any of which could restrict
our business and operations, particularly our ability to respond to changes in our business or to take specified actions to take advantage
of certain business opportunities that may be presented to us. In addition, the RP CK-586 RPA, the RP Aficamten RPA and the RP OM
RPA contain certain covenants applicable to us, including among other things, development and commercialization diligence obligations
in connection to aficamten, omecamtiv mecarbil and CK-586 and reporting obligations, which could also restrict our business and
operations, particularly in connection to our development and commercialization of aficamten, omecamtiv mecarbil and CK-586.
Our failure to comply with any of the covenants could result in a default under the RP Multi Tranche Loan Agreement, the RP
OM Loan Agreement, the RP CK-586 RPA, the RP Aficamten RPA, the RP OM RPA, or the indentures related to the Convertible
Notes, which could permit the counterparties to declare all or part of any outstanding borrowings or other payment obligations to be
immediately due and payable and/or enforce any outstanding liens against our assets.
29
We have no rights to repurchase the revenue interests in aficamten, omecamtiv mecarbill, or CK-586 (other than, in respect of
CK-586 only, in connection with a change of control of Cytokinetics) sold to affiliates of Royalty Pharma, thereby limiting our ability
to eliminate future applicability of the covenants contained in the RP CK-586 RPA, the RP OM RPA and the RP Aficamten RPA, and
although we have voluntary prepayment rights under the RP Multi Tranche Loan Agreement and the RP OM Loan Agreement, any
voluntary prepayment rights under the RP Multi Tranche Loan Agreement require that we pay 190% of the principal amount of amounts
disbursed to us as tranche 1, tranche 4, tranche 5, tranche 6, and tranche 7 loans and 200% for tranche 2 and tranche 3 loans, thereby
making it potentially disadvantageous to voluntarily prepay RPDF prior to the final maturity date applicable to loans outstanding under
the RP Multi Tranche Loan Agreement.
Finally, should we be unable to comply with our covenants or if we default on any portion of our outstanding borrowings under
the RP Multi Tranche Loan Agreement or the RP OM Loan Agreement, in addition to its rights to accelerate and demand for immediate
repayment of amounts outstanding under the RP Multi Tranche Loan Agreement, we would be liable for default interest at a rate of 4%
over the prime rate.
We may not be entitled to obtain additional loan disbursements under the RP Multi Tranche Loan Agreement.
The RP Multi Tranche Loan Agreement makes available to us up to $525.0 million in loans ($75.0 million of which is no longer
available to us as a result of conditions not having been satisfied), of which a $50.0 million loan was disbursed to us upon execution of
the original RP Multi Tranche Loan Agreement and a $50.0 million loan was disbursed to us upon our entry into an amendment to the
RP Multi Tranche Loan Agreement on May 22, 2024. Should we not satisfy the conditions for tranches 5 and 7, or in the event we fail
to meet our obligations or default under the agreement, the actual amount of additional loan disbursements could be substantially less
than the maximum amounts available thereunder.
Conversion of our outstanding Convertible Notes may result in the dilution of existing stockholders, create downward pressure
on the price of our common stock, and restrict our ability to take advantage of future opportunities.
The Convertible Notes may be converted into cash and shares of our common stock (subject to our right or obligation to pay cash
in lieu of all or a portion of such shares). If shares of our common stock are issued to the holders of the Convertible Notes upon
conversion, there will be dilution to our stockholders’ equity and the market price of our shares may decrease due to the additional
selling pressure in the market. Any downward pressure on the price of our common stock caused by the sale or potential sale of shares
issuable upon conversion of the Convertible Notes could also encourage short sales by third parties, creating additional selling pressure
on our stock. The existence of the Convertible Notes and the obligations that we incurred by issuing them may restrict our ability to take
advantage of certain future opportunities, such as engaging in future debt or equity financing activities.
We will depend on Sanofi for the development and commercialization of aficamten in China and Bayer for the development
and commercialization of aficamten in Japan.
Under the terms of our license and collaboration agreements, Sanofi and Bayer are responsible for the development and
commercialization of aficamten in China and Japan, respectively. The timing and amount of any milestone and royalty payments we
may receive under our license and collaboration agreements from Sanofi and Bayer will depend in part on the efforts and successful
commercialization of aficamten by our outlicense partners. We do not control the individual efforts of outlicense partners, and any
failure by our partners to devote sufficient time and effort to the development and commercialization of aficamten or to meet their
respective obligations to us, including for future milestone and royalty payments; or to satisfactorily resolve significant disagreements
with us could each have an adverse impact on our financial results and operations. We depend on our partners to comply with all
applicable local laws relative to the development and commercialization of aficamten. If our partners violate, or are alleged to have
violated, any laws or regulations during the performance of its obligations for us, it is possible that we could suffer financial and
reputational harm or other negative outcomes, including possible legal consequences.
Any termination, breach or expiration of any of the license and collaboration agreements with Sanofi and Bayer could have a
material adverse effect on our financial position by reducing or eliminating the potential for us to receive milestones and royalties. In
such an event, we may be required to devote additional efforts and to incur additional costs associated with pursuing the development
and commercialization of aficamten in China or Japan. Alternatively, we may attempt to identify and transact with a new sub-licensee,
but there can be no assurance that we would be able to identify a suitable sub-licensee or transact on terms that are favorable to us.
30
Our ability to use net operating loss carryforwards and tax credit carryforwards to offset future taxable income may be subject
to certain limitations, and ownership changes may limit our ability to use our net operating losses and tax credits in the future.
Our ability to use our federal and state NOLs to offset potential future taxable income and reduce related income taxes depends
upon our generation of future taxable income. We cannot predict with certainty when, or whether, we will generate sufficient taxable
income to use our NOLs.
Any material limitation or expiration of our NOLs and tax credit carryforwards may harm our future net income by effectively
increasing our future effective tax rate, which could result in a reduction in the market price of our common stock.
We are obligated to maintain proper and effective internal control over financial reporting. In the future, we may not complete
our execution of our internal control over financial reporting in a timely manner, or these internal controls may not be
determined to be effective, which may result in material misstatements in our consolidated financial statements and may
adversely affect investor confidence in our company and, as a result, the value of our common stock.
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things,
the effectiveness of our internal control over financial reporting.
If material weaknesses are identified in the future or we are not able to comply with the requirements of Section 404 in a timely
manner, our reported financial results could be materially misstated, we would receive an adverse opinion regarding our internal controls
over financial reporting from our independent registered public accounting firm, and we could be subject to investigations or sanctions
by regulatory authorities, which would require additional financial and management resources, and the value of our common stock could
decline. To the extent we identify future weaknesses or deficiencies, there could be material misstatements in our consolidated financial
statements and we could fail to meet our financial reporting obligations. As a result, our ability to obtain additional financing, or obtain
additional financing on favorable terms, could be materially and adversely affected which, in turn, could materially and adversely affect
our business, our financial condition and the value of our common stock.
Legal and Compliance Risks
Recently enacted laws, including the Inflation Reduction Act, or IRA, and potential future legislation may increase the
difficulty and cost for us to obtain regulatory approval of, and to commercialize our products and to obtain Medicare coverage
by 3rd party plans and affect the prices we may obtain upon commercialization.
The regulations that govern, among other things, regulatory approvals, coverage, pricing and reimbursement for new drug
products vary widely from country to country. In the United States and some foreign jurisdictions, there have been a number of legislative
and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay regulatory approval of our
product candidates, restrict or regulate post-approval activities and affect our ability to successfully sell any product candidates for
which we obtain regulatory approval.
For example, in August 2022, the Inflation Reduction Act, or IRA, was signed into law, which, among other things, includes
prescription drug provisions that may impact product pricing including the potential for net price reductions and/or the ability to increase
price beyond the level of inflation over the lifecycle of our products, and/or may increase our rebate obligation to Medicare. The IRA
implements inflation rebates in Medicare when a drug’s Average Manufacturer Price (AMP, in Part D) or Average Sale Price (ASP, in
Part B) rises faster than the inflation index (CPI-U). In addition, the Part D drug benefit caps beneficiary spending at $2,000, eliminates
the coverage gap for patients, and modifies, beginning in 2025, liabilities for drug manufacturers by replacing the 70% discount in the
Coverage gap with a 10% discount in the Initial Coverage phase and a 20% discount in the Catastrophic phase. The IRA may also impact
our ability to achieve broad coverage of our products by Medicare Plans as the IRA reduces the government’s and beneficiaries' liability
for drug spending while shifting costs to health plans and drug manufacturers. The IRA permits HHS to implement many of these
provisions through guidance, as opposed to regulation, for the initial years.
There have been, and likely will continue to be, legislative and regulatory proposals at the foreign, federal and state levels directed
at broadening the availability of healthcare and containing or lowering the cost of healthcare. However, we cannot predict the timing or
substance of proposals that may be adopted in the future, particularly in light of the difficulty of advancing legislation through Congress.
The continuing efforts of governments, insurance companies, managed care organizations and other payors of healthcare services to
contain or reduce costs of healthcare, including by imposing price controls, may adversely affect the demand and/or potential sales for
our product candidates for which we obtain regulatory approval and our ability to set a price that we believe is fair for our products.
Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from
private payors.
31
We cannot predict the likelihood, nature, or extent of health reform initiatives that may arise from future legislation or
administrative action and cannot predict the effect of any of such initiatives on our future financial results or the value of our common
stock.
Our relationships with customers, healthcare providers, clinical trial sites and professionals and third-party payors will be
subject to applicable anti-kickback, fraud and abuse and other laws and regulations. If we fail to comply with federal, state
and foreign laws and regulations, including healthcare, privacy and data security laws and regulations, we could face criminal
sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.
Healthcare providers, including physicians and third-party payors play a primary role in the recommendation and prescription of
any drug candidates for which we may obtain marketing approval. Our arrangements with customers, healthcare providers and third-
party payors anywhere in the world may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that
may constrain the business or financial arrangements and relationships through which we develop, and may market, sell and distribute,
our products for which we obtain marketing approval.
Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations
will involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with
current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our
operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be
subject to significant civil, criminal and administrative penalties, damages, fines, exclusion from government funded healthcare
programs, such as Medicare and Medicaid in the United States, and the curtailment or restructuring of our operations. Exclusion,
suspension and debarment from government funded healthcare programs would significantly impact our ability to commercialize, sell
or distribute any drug. If any of the physicians or other providers or entities with whom we expect to do business are found to be not in
compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from
government funded healthcare programs.
We may be subject to costly product liability or other liability claims and may not be able to obtain adequate insurance.
The use of our drug candidates in clinical trials or by commercial patients may result in adverse events. We cannot predict all the
possible harms or adverse events that may result from our clinical trials. We cannot predict all the possible harms or adverse events that
may result from our clinical trials or the commercial use of any commercial products that may be approved in the future. We currently
maintain limited product liability insurance, but such insurance may not be sufficient to cover any damages for which we may become
liable, and we may be unable to continue to obtain such insurance on acceptable terms with adequate coverage, or at reasonable costs.
Beyond insurance, we may not have sufficient resources to pay for any liabilities resulting from a personal injury or other claim.
We are subject to laws and regulations relating to privacy, data protection and the collection and processing of personal data.
Failure to maintain compliance with these regulations could create additional liabilities for us.
The legislative and regulatory landscape for privacy and data protection continues to evolve in the U.S. and other jurisdictions
around the world. For example, the California Consumer Privacy Act ("CCPA") affords California residents expanded privacy rights
and protections, including civil penalties for violations and statutory damages under a private right of action for data security breaches.
These protections were expanded by the California Privacy Rights Act ("CPRA") with the CPRA’s implementing regulations currently
subject to a stay of enforcement until one year from their issuance. Privacy laws in other states may also impact our operations, including
both comprehensive and sector-specific legislation, and Congress is also considering additional federal privacy legislation. In addition,
most healthcare professionals and facilities are subject to privacy and security requirements under HIPAA with respect to our clinical
and commercial activities. Although we are not considered to be a covered entity or business associate under HIPAA, we could be
subject to penalties if we use or disclose individually identifiable health information in a manner not authorized or permitted by HIPAA.
Other countries also have, or are developing, laws governing the collection, use and transmission of personal information. For example,
in the EU, the GDPR regulates the processing of personal data of individuals within the EU, even if, under certain circumstances, that
processing occurs outside the EU, and also places restrictions on transfers of such data to countries outside of the EU, including the U.S.
Should we fail to provide adequate privacy or data security protections or maintain compliance with these laws and regulations, including
the CCPA, as amended by the CPRA, as well as the GDPR, we could be subject to sanctions or other penalties, litigation, an increase in
our cost of doing business and questions concerning the validity of our data processing activities, including clinical trials.
32
Responding to any claims relating to improper handling, storage or disposal of the hazardous chemicals and radioactive and
biological materials we use in our business could be time-consuming and costly.
Our research and development processes involve the controlled use of hazardous materials, including chemicals and radioactive
and biological materials. Our operations produce hazardous waste products. We cannot eliminate the risk of accidental contamination
or discharge and any resultant injury from those materials. Federal, state and local laws and regulations govern the use, manufacture,
storage, handling and disposal of hazardous materials. We may be sued for any injury or contamination that results from our or third
parties’ use of these materials. Compliance with environmental laws and regulations is expensive, and current or future environmental
regulations may impair our research, development and production activities.
General Risk Factors
Our failure to attract and retain skilled personnel could impair our drug development, commercialization and financial
reporting activities.
Our business depends on the performance of our senior management and key scientific, commercial and technical personnel. The
loss of the services of any member of our senior management or key scientific, technical, commercial or financial reporting staff may
significantly delay or prevent the achievement of drug development and other business objectives by diverting management’s attention
to transition matters and identifying suitable replacements. We also rely on consultants and advisors to assist us in formulating our
research and development strategy. All of our consultants and advisors are either self-employed or employed by other organizations,
and they may have conflicts of interest or other commitments, such as consulting or advisory contracts with other organizations, that
may affect their ability to contribute to us. In addition, if and as our business grows, we will need to recruit additional executive
management and scientific, technical and financial reporting personnel, particularly in Europe, where we need to build the corporate
and commercial infrastructure, including identification and recruitment of qualified personnel to enable commercial operations by the
time of a potential EMA approval of one of our drug candidates. There is intense competition for skilled executives and employees with
relevant scientific and technical expertise, and this competition is likely to continue. Our inability to attract and retain sufficient
scientific, technical, commercial and managerial personnel could limit or delay our product development or commercialization activities,
which would adversely affect the development of our drug candidates and commercialization of our potential drugs and growth of our
business.
Significant disruptions of information technology systems or breaches of data security could adversely affect our business.
Our business is increasingly dependent on complex and interdependent information technology systems, including internet-based
systems, databases and programs, to support our business processes as well as internal and external communications. Despite the
implementation of security measures, our internal computer systems and those of our third-party CROs, CMOs, supply chain partners,
collaboration partners and other contractors and consultants are vulnerable to damage from computer viruses, unauthorized access,
natural disasters, terrorism, war and telecommunication and electrical failures. As use of information technology systems has increased,
deliberate attacks and attempts to gain unauthorized access to computer systems and networks have increased in frequency and
sophistication. Our information technology, systems and networks are potentially vulnerable to breakdown, malicious intrusion and
computer viruses which may result in the impairment of production and key business processes or loss of data or information. We are
also potentially vulnerable to data security breaches—whether by employees or others—which may expose sensitive data to
unauthorized persons. We have in the past and may in the future be subject to security breaches. For example, one of our employee’s
email account suffered an unauthorized intrusion, leading to the submission and inadvertent payment of a fraudulent invoice in the
amount of approximately one hundred thousand dollars. In December 2019, our IT systems were exposed to a ransomware attack, which
partially impaired certain IT systems for a short period of time. Although we do not believe that we have experienced any material losses
related to security breaches, including in recent email “phishing” incidents or the ransomware attack, there can be no assurance that we
will not suffer such losses in the future. Breaches and other inappropriate access can be difficult to detect and any delay in identifying
them could increase their harm. While we have implemented measures to protect our data security and information technology systems,
such measures may not prevent these events. Any such breaches of security and inappropriate access could disrupt our operations, harm
our reputation or otherwise have a material adverse effect on our business, financial condition and results of operations. For example,
the loss of clinical study data from completed or ongoing clinical studies for any of our drug candidates could result in delays in our
regulatory approval efforts and significantly increase our costs to recover or reproduce the data.
33
Our facilities in California are located near an earthquake fault, and an earthquake or other types of natural disasters,
catastrophic events or resource shortages could disrupt our operations and adversely affect our results.
All our facilities and our important documents and records, such as hard and electronic copies of our laboratory books and records
for our drug candidates and compounds and our electronic business records, are located in our corporate headquarters at a single location
in South San Francisco, California near active earthquake zones. If a natural disaster, such as an earthquake, fire or flood, a catastrophic
event such as a disease pandemic or terrorist attack, or a localized extended outage of critical utilities or transportation systems occurs,
we could experience a significant business interruption. Our partners and other third parties on which we rely may also be subject to
business interruptions from such events. In addition, California from time to time has experienced shortages of water, electric power
and natural gas. Future shortages and conservation measures could disrupt our operations and cause expense, thus adversely affecting
our business and financial results.
We expect that our stock price will fluctuate significantly, and you may not be able to resell your shares at or above your
investment price.
Our stock price experiences significant volatility, which often does not directly relate to our operating performance. For example,
in 2024, the closing price of our common stock on the Nasdaq Global Select Market ranged from $46.36 to $108.06. Factors that have
caused and could cause in the future volatility in the market price of our common stock include, but are not limited to: announcements
concerning any of the clinical trials for our drug candidates (including, but not limited to, the timing of initiation or completion of such
trials and the results of such trials, and delays or discontinuations of such trials, including delays resulting from slower than expected or
suspended patient enrollment or discontinuations resulting from a failure to meet pre-defined clinical end points); the commencement,
settlement or adverse conclusion of litigation or a governmental investigation; failure or discontinuation of any of our research programs;
issuance of new or changed securities analysts’ reports or recommendations; market conditions in the pharmaceutical, biotechnology
and other healthcare-related sectors; actual or anticipated fluctuations in our quarterly financial and operating results; substantial sales
of our common stock by our existing stockholders, whether or not related to our performance; and other factors described in this “Risk
Factors” section.
Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider
favorable and may lead to entrenchment of management.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may discourage,
delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions
in which you might otherwise receive a premium for your shares. Among other things, these provisions: establish a classified board of
directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our
board of directors; prohibit removal of directors without cause; authorize our board of directors to issue preferred stock and to determine
the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to
significantly dilute the ownership of a hostile acquirer; require the approval of at least two-thirds of the shares entitled to vote at an
election of directors to adopt, amend or repeal our bylaws or our amended and restated certificate of incorporation regarding the election
and removal of directors; do not allow stockholders to call a special meeting of stockholders; and
require stock holders to provide advance notice in order to nominate candidates to our board of directors or to propose matters to be
acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to
elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
We are also subject to the anti-takeover provisions contained in Section 203 of the Delaware General Corporation Law. Under
Section 203, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock
unless the holder has held the stock for three years or, among other exceptions, the board of directors has approved the transaction.
These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could
also have the effect of discouraging others from making tender offers for our common stock, including transactions that may be in your
best interests. These provisions may also prevent changes in our management or limit the price that investors are willing to pay for our
stock.
34
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk management and strategy
Cytokinetics recognizes the critical importance of developing, implementing, and maintaining cybersecurity measures designed
to safeguard our information systems and protect the confidentiality, integrity, and availability of our critical data.
Managing Material Risks & Integrated Overall Risk Management
Our cybersecurity team, led by our Chief Information Security Officer, identifies and assesses risks from cybersecurity threats
by monitoring and evaluating our threat environment and the Company’s risk profile using various methods including, for example,
through manual and automated tools, internal and external audits, third-party threat assessments and third-party conducted red/blue team
testing and tabletop incident response exercises and by subscribing to reports and services that identify cybersecurity threats, analyzing
reports of threats and actors, conducting scans of the threat environment, evaluating our and our industry’s risk profile, evaluating threats
reported to us, conducting threat assessments for internal and external threats and conducting vulnerability assessments.
Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes,
standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data,
including, for example: maintaining an incident response plan, a vulnerability management policy, disaster recovery and business
continuity plans and a vendor risk management program; conducting employee training, systems monitoring and penetration testing;
implementing security standards, network security controls, access controls and physical security; encrypting and segregating data;
though asset management, tracking and disposal; and maintaining cybersecurity insurance.
We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a
culture of cybersecurity risk management. This integration is designed to make cybersecurity considerations an integral part of our
decision-making processes. Our risk management team works closely with our IT department and cybersecurity team to evaluate and
address cybersecurity risks connected with our business objectives and operational needs.
Engage Third-parties on Risk Management
Recognizing the complexity and evolving nature of cybersecurity threats, Cytokinetics engages with a range of external experts,
including cybersecurity assessors, consultants, and auditors in evaluating and testing our risk management systems. These partnerships
enable us to leverage specialized knowledge and insights. Our collaboration with these third parties includes periodic audits, threat
assessments, and consultation on security enhancements.
Oversee Third Party Risk
Because we are aware of the potentially material risks from cybersecurity threats associated with third-party service providers,
Cytokinetics implements processes to oversee and manage these risks. Depending on the nature of the services provided and the identity
of the service provider, we may conduct security assessments of the provider before engagement and may monitor their compliance
with our cybersecurity policies after engagement. The monitoring includes periodic assessments by our Chief Information Security
Officer and on an ongoing basis by our security specialists. This approach is designed to mitigate risks related to data breaches or other
security incidents originating from third parties.
Risks from Cybersecurity Threats
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our
risk factors under Part I. Item 1A. Risk Factors in this Annual Report on Form 10-K, including the discussion under the headings “Our
internal computer systems, or those of our CROs, CMOs, supply chain partners, collaboration partners or other contractors or
consultants, may fail or suffer security breaches, which could result in a material disruption of our drug development programs” and
“Significant disruptions of information technology systems or breaches of data security could adversely affect our business”.
Governance
Cytokinetics’ Board of Directors is aware of the critical nature of managing risks associated with cybersecurity threats. Our Board
has established oversight mechanisms designed to ensure effective governance in managing material risks associated with cybersecurity
threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence.
35
Board of Directors Oversight
The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this
domain. The Audit Committee is composed of board members with diverse expertise, including, risk management, technology, and
finance. The Audit Committee reports to the Board of Directors periodically regarding cybersecurity topics presented to the Audit
Committee, and all materials made available to the Audit Committee are available to rest of the Board of Directors.
Management’s Role Managing Risk
Our Chief Information Security Officer, Chief Executive Officer and Chief Financial Officer play a pivotal role in informing the
Audit Committee on cybersecurity risks. They provide cybersecurity briefings to the Audit Committee on a regular basis, with a
minimum frequency of once per year. These briefings encompass a broad range of topics, including as applicable: the current
cybersecurity landscape and emerging threats, the status of ongoing cybersecurity initiatives and strategies, incident reports and learnings
from any cybersecurity events, and compliance with regulatory requirements and industry practices.
In addition to our scheduled meetings, the Audit Committee, our Chief Information Security Officer, Chief Executive Officer
and Chief Financial Officer maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive
updates from one another, as appropriate, on any significant developments in the cybersecurity domain, ensuring the Board’s oversight
is proactive and responsive. The Audit Committee actively participates in strategic decisions related to cybersecurity, offering guidance
and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic
objectives of Cytokinetics. The Audit Committee conducts an annual review of the company’s cybersecurity posture and the
effectiveness of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of
cybersecurity efforts with the overall risk management framework.
Management Personnel in Cybersecurity
Primary responsibility for assessing, monitoring and managing our risks from cybersecurity threats rests with our Chief
Information Security Officer, Mr. Eric Brown, Vice President of Information Technology. With over 10 years of experience in the field
of cybersecurity and over 20 years of experience in IT more broadly, Mr. Brown brings a wealth of expertise to his role. His background
includes extensive experience as an enterprise Chief Information Security Officer. His in-depth knowledge and experience are
instrumental in developing and executing our cybersecurity strategies. Our Chief Information Security Officer has overall responsibility
for the Company’s IT department and operations, including oversight over the cybersecurity team to ensure efforts to contain and
remediate security incidents are sufficient and effective.
Monitor Cybersecurity Incidents
The CISO is responsible for informing himself from appropriate sources about the latest developments in cybersecurity, including
potential threats and innovative risk management techniques. The CISO implements and oversees processes for the monitoring of our
information systems. This includes the deployment of security measures and system audits to identify potential vulnerabilities. In the
event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan. This plan includes immediate actions
designed to mitigate the impact and long-term strategies for remediation and prevention of future incidents.
Reporting to Board of Directors
Our Chief Information Security Officer, in his capacity, regularly informs our executive management team of material
cybersecurity risks and incidents. This is how executive management is kept abreast of our cybersecurity posture and potentially material
cybersecurity risks facing Cytokinetics. Furthermore, significant cybersecurity matters, and strategic risk management decisions are
escalated by any of our executive officers to the Audit Committee, so that the Audit Committee can oversee and provide guidance on
critical cybersecurity issues.
36
ITEM 2. PROPERTIES
Our material facilities consist of 234,892 square feet of leased office and laboratory space at 350 Oyster Point, South San
Francisco, California. Our lease over this property expires in 2033.
We believe that these facilities are suitable and adequate for our current needs.
ITEM 3. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
37
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market information for common stock
Our common stock is listed on the Nasdaq Global Select Market under the symbol “CYTK.”
Performance Graph
The comparisons in the table below are required by the SEC and are not intended to forecast or be indicative of possible future
performance of our common stock. This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference
into any of our filings under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing, except to the extent we specifically incorporate it by reference into such filing.
The following graph compares cumulative total return of our common stock with the cumulative total return of (i) The Nasdaq
Composite Index, and (ii) The Nasdaq Biotechnology Index. The graph assumes (a) $100 was invested on December 31, 2019 in each
of our common stock, the stocks comprising the Nasdaq Composite Index and the stocks comprising the Nasdaq Biotechnology Index,
and (b) the reinvestment of dividends into shares of common stock; however, no dividends have been declared on our common stock to
date.
$100 investment in stock or
index
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
Cytokinetics, Inc.
$
100.00
$
195.85
$
429.59
$
431.86
$
786.90
$
443.36
Nasdaq Composite Index
100.00
143.64
174.36
116.65
167.30
215.22
Nasdaq Biotechnology Index
100.00
125.69
124.89
111.27
115.42
113.84
Holders of Record
As of February 26, 2025, we had 41 holders of record of common stock. The number of holders of record is based upon the actual
number of holders registered as of such date and does not include holders of shares in “street name” or persons, partnerships, associates,
corporations or other entities in security position listings maintained by depositories.
38
Dividends
We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our
capital stock. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to
applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and
other factors that our board of directors may deem relevant.
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
None.
ITEM 6. [RESERVED]
39
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included
elsewhere in this report. Operating results are not necessarily indicative of results that may occur in future periods.
Overview
We are a late-stage biopharmaceutical company focused on discovering, developing and commercializing first-in-class muscle
activators and next-in-class muscle inhibitors as potential treatments for debilitating diseases in which muscle performance is
compromised and/or declining. We have discovered and are developing muscle-directed investigational medicines that may potentially
improve the healthspan of people with devastating cardiovascular and neuromuscular diseases of impaired muscle function. Our research
and development activities relating to the biology of muscle function have evolved from our knowledge and expertise regarding the
cytoskeleton, a complex biological infrastructure that plays a fundamental role within every human cell. As a leader in muscle biology
and the mechanics of muscle performance, we are discovering and developing small molecule drug candidates specifically engineered
to impact muscle function and contractility with objective to build a sustainable specialty biopharmaceutical business.
Our clinical-stage drug candidates are: (i) aficamten, a next-in-class cardiac myosin inhibitor, (ii) omecamtiv mecarbil, a novel
cardiac myosin activator, (iii) CK-586, an additional cardiac myosin inhibitor, and (iv) CK-089, a novel fast skeletal troponin activator.
For further information regarding our business, refer to Part I, Item 1 (Business) of this Annual Report on Form 10-K.
Liquidity and Capital Resources
Our cash, cash equivalents, and investments and a summary of our borrowings and working capital as of December 31, 2024 and
2023 are summarized as follows (in millions):
December 31, 2024
December 31, 2023
(In millions)
Financial assets:
Cash and cash equivalents
$
94.9
$
113.0
Short-term investments
981.2
501.8
Long-term investments
145.1
40.5
Total cash, cash equivalents, and marketable securities
$
1,221.2
$
655.3
Borrowings:
Term loans, net
$
104.7
$
68.5
RP OM Loan
123.0
—
2026 Notes, net
20.9
20.8
2027 Notes, net
531.5
528.2
Total borrowings
$
780.1
$
617.5
Working capital:
Current assets
$
1,107.9
$
628.1
Current liabilities
179.7
102.7
Working capital
$
928.2
$
525.4
The following table shows a summary of our cash flows for the periods set forth below (in millions):
Years Ended December 31,
2024
2023
2022
(In millions)
Net cash used in operating activities
$
(395.9)
$
(414.3)
$
(299.5)
Net cash (used in) provided by investing activities
(553.1)
239.3
(262.1)
Net cash provided by financing activities
930.6
221.3
516.2
Net (decrease) increase in cash, cash equivalents, and
restricted cash
$
(18.4)
$
46.3
$
(45.4)
40
Sources and Uses of Cash
To date we have funded our operations and capital expenditures with proceeds primarily from private and public sales of our
equity securities, royalty monetization agreement, and revenue interest agreements, strategic alliances, long-term debt, other financings
and interest on investments. We have generated significant operating losses since our inception. Our expenditures have historically
primarily related to research and development activities, but have recently and will increasingly also relate to our commercial readiness
activities and general commercialization activities upon regulatory approval of aficamten.
Cash Flows Used in Operating Activities
Net cash used in operating activities of $395.9 million and $414.3 million for 2024 and 2023, respectively, was largely due to
ongoing research and development activities and general and administrative expenses to support those activities. Net loss for 2024 and
2023 included, among other items: non-cash stock-based compensation, non-cash interest expense on liabilities related to revenue
participation right purchase agreements, non-cash interest expense related to debt and non-cash changes in fair values related to
derivative liabilities and liabilities related to RPI Transactions.
Cash Flows Used in Investing Activities
Net cash used in investing activities of $553.1 million for 2024 was primarily due to purchases of investments offset by maturities
of investments.
Net cash used in investing activities of $239.3 million for 2023 was primarily due to sales and maturities of investments offset
by purchases of investments.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities of $930.6 million in 2024 was due to $250.0 million in proceeds from the 2024 RPI
Transactions, $563.2 million of net proceeds from a public offering, $50.0 million of net proceeds from a private placement, and
issuances of common stock of $93.6 million under the Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co,
discussed below, and stock-based award activities.
Net cash provided by financing activities of $221.3 million in 2023 was due to proceeds from public offerings of common stock
of $164.2 million under the Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co discussed below and $50.0 million
of additional consideration associated with the 2022 RP Aficamten Royalty Purchase Agreement which was paid to us in September
2023 and stock-based award activities.
2024 Royalty Pharma Transactions
In May 2024, we entered into a series of financing agreements with affiliates of Royalty Pharma, including the RP OM Loan
Agreement, the RP CK-586 RPA, the 2022 RP Multi Tranche Loan Agreement Amendment, the RP Aficamten RPA Amendment, and
the RP Stock Purchase Agreement for a private placement of common stock concurrent with our underwritten public offering of common
stock.
The RP OM Loan Agreement provides for a loan in a principal amount of $100.0 million that was drawn at the closing with no
remaining amounts available for disbursement. The loan under the RP OM Loan Agreement matures on the 10 year anniversary of the
funding date and is repayable in quarterly installments, the amounts of which will depend on the occurrence of certain events related to
the results and timing of COMET-HF and potential regulatory approvals of omecamtiv mecarbil, as follows:
•
Scenario 1: If the Phase 3 clinical trial of Cytokinetics’ proprietary small molecule cardiac myosin activator known as
omecamtiv mecarbil is successful (defined as meeting the composite primary endpoint of the first event, whichever occurs
first, comprising of cardiovascular death, heart failure event, LVAD implementation/cardiac transplantation, or stroke, with
a hazard ratio (HR) of less than 0.85 and cardiovascular death endpoint HR of less than 1.0) by June 30, 2028 and we receive
the marketing approval from the FDA for omecamtiv mecarbil on or prior to December 31, 2029 (“OM Approval Date”),
commencing on the calendar quarter during which the FDA approval is obtained, we are required to pay RPDF (x) (i) $75.0
million ten business days after the OM Approval Date and (ii) $25.0 million on the first anniversary of the OM Approval
Date and (y) on a quarterly basis an amount equal to 2.0% of the annual worldwide net sales of omecamtiv mecarbil, subject
to a minimum floor amount ranging from $5.0 million to $8.0 million during the first 18 calendar quarters (the payment of
the 2.0% of the annual worldwide net sales starting from the 19th calendar quarter shall be referred to as the “Royalty
Payment”). Our obligation to pay the Royalty Payment will continue after maturity of the Loan;
41
•
Scenario 2: If the Phase 3 clinical trial of omecamtiv mecarbil is successful by June 30, 2028 but we have not received the
marketing approval from the FDA for omecamtiv mecarbil on or prior to December 31, 2029, we are required to pay RPDF
18 equal quarterly cash payments totaling 237.5% of the principal amount of the loan commencing on March 31, 2030; and
•
Scenario 3: If the Phase 3 clinical trial of omecamtiv mecarbil is not successful by June 30, 2028, we are required to pay
RPDF 22 equal quarterly cash payments totaling 227.5% of the principal amount of the loan commencing on September 30,
2028.
The interest on this loan is included in the scheduled payment amount for each scenario.
Pursuant to the RP CK-586 RPA, RPI ICAV purchased rights to up to 4.5% of worldwide net sales of CK-586 by us, our affiliates
or licensees, in exchange for up to $200 million in consideration, $50 million of which was paid upfront and, following the initiation of
the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in HFpEF for CK-586, at RPI ICAV’s sole
discretion, up to in aggregate $150 million to fund 50.0% of the research and development cost of CK-586. The initial $50 million paid
to us entitles RPI ICAV to 1% of worldwide net sales of CK-586 by us, our affiliates, or licenses. We will not know for certain whether
any additional funding under the RP CK-586 RPA will be available to us until the conclusion of AMBER-HFpEF, the results of the trial
are known, and RPI ICAV has decided to exercise its option to purchase an incremental 3.5% revenue interest on our future annual
worldwide net sales of CK-586 or not.
2022 Royalty Pharma Transactions
In January 2022, we entered into a series of financing agreements with affiliates of Royalty Pharma, including the RP Multi
Tranche Loan Agreement, and the RP Aficamten RPA.
Under the RP Multi Tranche Loan Agreement, we have drawn $100 million and an additional $350 million remains available to
us for disbursement as long-term debt, subject to satisfaction of certain conditions. Of these available loans, we have satisfied the
conditions to draw on the tranche 4 loan in the amount of $75 million upon receipt of positive results from SEQUOIA-HCM and tranche
5 in the amount of $100 million upon acceptance of the filing of our NDA for aficamten. We are obliged to draw at least $50 million of
either the tranche 4 or tranche 5 facility by November 24, 2025. The remaining $175 million tranche 7 loan is subject to conditions
related to the approval of our NDA for aficamten in patients with oHCM on or prior to December 31, 2025. We expect to draw all
available loans under the RP Multi Tranche Loan Agreement unless we are able to meet our financing requirements through more
favorable funding sources. If, for any reason, we are unable to satisfy the conditions for disbursement of the remaining $175 million in
available loans under the RP Multi Tranche Loan Agreement, we would need to seek alternative debt or equity financing.
Each term loan under the RP Multi Tranche Loan Agreement matures on the 10 year anniversary of the funding date for such
term loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh
full calendar quarter following the calendar quarter of the applicable funding date for such term loan, with the aggregate amount payable
in respect of each term loan (including interest and other applicable fees) equal to 190% of the principal amount of the tranche 1, tranche
4, tranche 5, tranche 6, and tranche 7 term loans (such amount with respect to each term loan, “Final Payment Amount”). We commenced
repayment of the tranche 1 loan in the fourth quarter of 2023 and will continue to incur approximately $2.9 million in quarterly interest
expenses for the tranche 1 loan until our repayment obligations are satisfied in full.
RP Aficamten Royalty Purchase Agreement
Under the RP Aficamten RPA, RPI ICAV purchased rights to certain revenue streams from net sales of pharmaceutical products
containing aficamten by us, our affiliates and our licensees in exchange for up to $150.0 million in consideration, $50.0 million of which
was paid on the closing date, $50.0 million of which was paid to us in March 2022 following the initiation of the first pivotal trial in
oHCM for aficamten, and $50.0 million of which was paid to us in September 2023 following the initiation of the first pivotal clinical
trial in nHCM for aficamten.
RPI ICAV initially purchased the right to receive a percentage of net sales equal to 4.5% for annual worldwide net sales of
pharmaceutical products containing aficamten up to $1 billion and 3.5% for annual worldwide net sales of pharmaceutical products
containing aficamten in excess of $1 billion, subject to reduction in certain circumstances. However, in May 2024, we entered into the
RP Aficamten RPA Amendment to restructure the royalty so that RPI will now receive 4.5% up to $5.0 billion of worldwide annual net
sales of aficamten and 1% above $5.0 billion of worldwide annual net sales. Our liability to RPI ICAV is referred to as the “RP Aficamten
Liability”.
42
We account for the RP Aficamten Liability as a liability primarily because we have significant continuing involvement in
generating the related revenue stream from which the liability will be repaid. If and when aficamten is commercialized and royalties
become due, we will recognize the portion of royalties paid to RPI ICAV as a decrease to the RP Aficamten Liability and a corresponding
reduction in cash.
The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid to RPI ICAV over
the life of the arrangement as discounted using an imputed rate of interest. The imputed rate of interest on the carrying value of the RP
Aficamten Liability was approximately 23.5% and 24.8% as of December 31, 2024 and 2023, respectively.
Convertible Notes
On November 13, 2019, we issued $138.0 million aggregate principal amount of 2026 Notes. On July 6, 2022, we issued $540.0
million aggregate principal amount of 2027 Notes and used approximately $140.3 million of the net proceeds from the offering of 2027
Notes and issued 8,071,343 shares of common stock to repurchase approximately $116.9 million aggregate principal amount of the 2026
Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2026 Notes concurrently with the
pricing of the offering of the 2027 Notes. As a result of the partial repurchase of the 2026 Notes, we recorded an inducement loss of
$22.2 million, consisting of the difference between the consideration to the holders pursuant to the exchange agreements and the if-
converted value of the 2026 Notes under the original terms. As of December 31, 2024, there remains $21.1 million aggregate principal
amount of 2026 Notes outstanding and $540.0 million of aggregate principal amount of 2027 Notes outstanding. The 2026 Notes and
the 2027 Notes are redeemable, at our option at any time in the case of the 2026 Notes and at any time after July 7, 2025 in the case of
the 2027 Notes and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date for the
relevant notes, at a cash redemption price equal to the principal amount of the relevant notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds
130% of the conversion price for the relevant notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30
consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption
notice; and (2) the trading day immediately before the date we may send such notice.
China Out-license for Omecamtiv Mecarbil
In December 2021, we entered into the Corxel OM License Agreement, pursuant to which we granted to Corxel an exclusive
license to develop and commercialize omecamtiv mecarbil in China and Taiwan. In December 2024, we entered into a mutual
termination agreement with Corxel to terminate the Corxel OM License Agreement. Accordingly, all rights to develop and
commercialize omecamtiv mecarbil have reverted to us.
China Out-license for Aficamten
In July 2020, we entered into a license and collaboration agreement with Corxel, pursuant to which we granted to Corxel an
exclusive license to develop and commercialize aficamten in China and Taiwan. In December 2024, Corxel assigned its rights and
obligations under our license and collaboration agreement to Genzyme Corporation, an affiliate of Sanofi. We recognized $15.0 million
dollars from Corxel in connection with a modification of the original license prior to the assignment of Corxel's rights under our license
and collaboration agreement for the development and commercialization of aficamten to Sanofi and we may be eligible for another
$10.0 million milestone from Corxel under certain commercial circumstances. We may be eligible to receive from Sanofi future
milestone payments totaling up to $150.0 million for the achievement of certain development and commercial milestone events in
connection to aficamten in oHCM and/or nHCM. In addition, Sanofi will pay us tiered royalties in the low-to-high teens range on the
net sales of pharmaceutical products containing aficamten in China and Taiwan, subject to certain reductions for generic competition,
patent expiration and payments for licenses to third party patents. The Sanofi Aficamten License Agreement, unless terminated earlier,
will continue on a market-by-market basis until expiration of the relevant royalty term.
43
Japan Out-license for Aficamten
In November 2024, we entered into a license and collaboration agreement with Bayer Consumer Care AG, an affiliate of Bayer
AG, pursuant to which we granted to Bayer an exclusive license to develop and commercialize aficamten in Japan, subject to certain
reserved development rights. Under the terms of the Bayer License Agreement, we received an up-front payment of €50.0 million
(equivalent to $52.4 million at the time of payment) which was recorded as deferred revenue at December 31, 2024 and will be
recognized upon the completion of certain performance obligations. We expect to fulfill and satisfy the associated performance
obligation in the first half of 2025. We may be eligible to receive from Bayer future milestone payments totaling up to an additional €90
million upon achievement of milestones through commercial launch, including €20 million of which are near-term. We may also be
eligible to receive up to an additional €490 million in commercial milestone payments upon the achievement by Bayer of certain sales
milestones and tiered royalties on the net sales of pharmaceutical products containing aficamten in Japan ranging from the high teens to
the low thirty percents, subject to certain reductions for generic competition, expiration of certain patents and payments for licenses to
third-party patents, until the latest of the expiration of certain patents, the expiration of regulatory exclusivity for the Product in Japan,
and the end of a minimum specified term.
For collaborative agreements that have a performance obligation where the counterparty is a customer for the unit of account, we
apply ASC 606, Revenue Recognition, to the unit of account and the revenue is classified as License and milestone revenue in our
consolidated statement of operations. For other transactions in collaborative arrangements, consisting of research and development cost
reimbursements, we recognize the research and development cost reimbursements as collaboration revenues in our consolidated
statement of operations.
At-the-Market Sales of Common Stock
In March 2023, we entered into the Amended ATM Facility, with Cantor, under which we may offer and sell, from time to time
at our sole discretion, shares of our common stock having an aggregate offering price of up to $300.0 million through Cantor, as sales
agent. We issued 5,016,170 and 1,237,460 shares of our common stock for net proceeds of $164.2 million and $93.6 million in 2023
and 2024, respectively, under the Amended ATM Facility. We exercised our rights to terminate the Amended ATM Facility with Cantor
in February 2024.
On February 27, 2025, we entered into an Open Market Sale AgreementSM with Jefferies LLC under which we may offer and
sell, from time to time, at our sole discretion, shares of common stock in “at the market offerings” pursuant to Rule 415(a)(4) under the
Securities Act of 1933 through Jefferies LLC, as sales agent.
Public Offering of Common Stock and Concurrent Private Offering
On May 28, 2024, we closed an underwritten public offering of 9,803,922 shares of Common Stock at a public offering price of
$51.00 per share, which included the exercise in full by the underwriters of their option to purchase up to 1,470,588 shares of Common
Stock at the public offering price. The gross proceeds to the Company from the offering were approximately $575 million and net
proceeds were approximately $563.2 million, after deducting the applicable underwriting discounts and commissions. Concurrently with
the closing of the underwritten public offering, RPI ICAV purchased 980,392 shares of Common Stock pursuant to the RP Stock
Purchase Agreement, at a price of $51.00 per share in a concurrent private placement. The gross proceeds from the concurrent private
placement were $50 million.
Future Uses of Cash
We expect that general and administrative expenses will significantly increase in 2025. We have submitted an NDA to FDA for
aficamten for the treatment of oHCM, which was accepted for filing with a PDUFA target action date of September 26, 2025.
Accordingly, we will be incurring expenses for the purpose of commercial readiness activities, including, but not limited to, the hiring
and training of a field sales force, the implementation of compliance systems and sales and marketing expenses. In addition, we submitted
an MAA to EMA for aficamten for the treatment of oHCM in the fourth quarter of 2024, which was validated by EMA, and therefore,
we will be incurring similar expenses for commercial readiness activities in Europe but with additional expenses for the establishment
of a corporate infrastructure to enable commercialization activities in key European markets. A significant portion of these anticipated
commercial readiness expenses in the United States and Europe are not expenses that have been reflected in our financial statements for
previous periods.
44
In future periods, we also expect to incur substantial costs as we continue to expand our research programs and related research
and development activities, including for the conduct of our on-going clinical trials for aficamten, omecamtiv mecarbil, CK-586 and
CK-089. We expect to incur significant research and development expenses as we advance the research and development of compounds
from our other muscle biology programs through research to candidate selection to clinical development, and we expect to file
investigational new drug applications. Cytokinetics and multiple third-party contract development manufacturing organizations entered
into various scopes of work with respect to the manufacturing of aficamten.
Our future capital uses and requirements depend on numerous factors. These factors include, but are not limited to, the following:
•
the initiation, progress, timing, scope and completion of preclinical research, non-clinical development, CMC, and clinical
trials for our drug candidates and other compounds;
•
the time, costs and outcomes of regulatory reviews or other regulatory actions related to our drug candidates, including with
respect to our NDA submission for aficamten for the treatment of oHCM to FDA and our related MAA submission to EMA;
•
the jurisdictions in which we are granted regulatory approvals and thus are able to successfully launch our products for
commercial sale;
•
delays that may be caused by requirements of regulatory agencies;
•
our level of funding for the development of current or future drug candidates;
•
the number of drug candidates we pursue and the stage of development that they are in;
•
the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims;
•
our ability to establish and maintain selected strategic alliances required for the development of drug candidates and
commercialization of our potential drugs;
•
our plans or ability to expand our drug development capabilities, including our capabilities to conduct clinical trials for our
drug candidates;
•
our plans or ability to engage third-party manufacturers for our drug candidates and potential drugs;
•
our plans or ability to build or access sales and marketing capabilities and to achieve market acceptance for potential drugs;
•
the expansion and advancement of our research programs;
•
the hiring of additional employees and consultants;
•
the acquisition of technologies, products and other business opportunities that require financial commitments;
•
our revenues, if any, from successful development of our drug candidates and commercialization of potential drugs;
•
the cost of additional construction to expand our headquarters in South San Francisco and the cost in relation to expanding
our leased office facilities in Radnor, Pennsylvania or other leased office spaces in Europe; and
•
the payments due for interest on the term loan and convertible debt;
We have incurred an accumulated deficit of approximately $2.7 billion since inception and there can be no assurance that we will
attain profitability. We are subject to risks common to clinical-stage companies including, but not limited to, development of new drug
candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our liquidity
will be impaired if sufficient additional capital is not available on terms acceptable to us, if at all. Until we achieve profitable operations,
we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and
other financings. We have never generated revenues from commercial sales of our drugs. The earliest we might reasonably expect to
commence commercial sales and record revenues is in 2025 following the acceptance for filing of our NDA for aficamten for the
treatment of oHCM by FDA in September of 2024. Therefore, our success is dependent on our ability to obtain additional capital by
entering into new strategic collaborations and/or through financings, and ultimately on our and our collaborators’ ability to successfully
develop and market one or more of our drug candidates. We cannot be certain that sufficient funds will be available from such
collaborators or financings when needed or on satisfactory terms. Additionally, there can be no assurance that any of our drug candidates
will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors
could have a material adverse effect on our future financial results, financial position and cash flows.
45
Based on the current planning assumptions, we believe that our existing cash and cash equivalents, investments and interest
earned on investments will be sufficient to meet our projected operating requirements for at least the next 12 months. If, at any time, our
prospects for internally financing programs and activities decline, we may decide to reduce expenses across the business. Alternatively,
we might raise funds through strategic relationships, public or private financings or other arrangements. There can be no assurance that
funding, if needed, will be available on attractive terms, or at all, or in accordance with our planned timelines. Furthermore, financing
obtained through future strategic relationships may require us to forego certain commercialization and other rights to our drug candidates.
Similarly, any additional equity financing may be dilutive to stockholders and debt financing, if available, may involve restrictive
covenants. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to
pursue our business strategy.
Segment Information
We have one primary business activity and operate in one reportable segment.
Results of Operations
A discussion of our results of operations for the year ended December 31, 2022 and year-to-year comparisons between 2023 and
2022 can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023
Annual Report on Form 10-K under the heading "Results of Operations."
Revenues
Our revenues since inception were primarily from our strategic alliances. We have not generated any revenue from commercial
product sales to date. The earliest we might reasonably expect to commence commercial sales and obtain revenues is in 2025 following
the acceptance for filing of our NDA for aficamten for the treatment of oHCM by FDA in September 2024.
Revenues in 2024, 2023, and 2022 were as follows (in millions):
Years Ended December 31,
Change
2024
2023
2022
2024-2023
2023-2022
(In millions)
License and milestone revenues
$
15.0
$
3.5
$
1.0
$
11.5
$
2.5
Collaboration revenues
3.5
4.0
6.6
(0.5)
(2.6)
Realization of revenue participation
right purchase agreement
—
—
87.0
—
(87.0)
Total revenues
$
18.5
$
7.5
$
94.6
$
11.0
$
(87.1)
License and milestone revenues recognized in 2024 were attributable to a $15.0 million non-refundable upfront payment from
Corxel in the fourth quarter of 2024 in connection with a modification of the original license prior to the assignment of Corxel’s rights
under our license and collaboration agreement for the development and commercialization of aficamten in China and Taiwan to Sanofi.
The $15.0 million is reflected as a receivable at December 31, 2024. License and milestone revenues for 2023 consisted of a milestone
recognized from Corxel for the initiation of our Phase 3 clinical trial of aficamten in nHCM.
Collaboration revenues in 2024 were primarily from Corxel under our collaboration and license agreement with Corxel (now
assigned to Genzyme Corporation, an affiliate of Sanofi). As of December 31, 2024 receivables of $1.5 million were recorded related
to Corxel. In 2023, Collaboration revenues were primarily from Astellas for reimbursements under the Astellas FSRA Agreement. Under
the Astellas FSRA Agreement, Astellas agreed to pay one-third of the out-of-pocket clinical development costs which was incurred in
connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12 million.
On March 31, 2023, we announced that we would be discontinuing COURAGE-ALS, our Phase 3 clinical trial of reldesemtiv in patients
with ALS, and COURAGE-ALS OLE. As of December 31, 2023 we billed and collected the maximum contribution of $12.0 million
from Astellas, and no further revenue is expected under this arrangement.
In November 2024, we entered into a license and collaboration agreement with Bayer Consumer Care AG, an affiliate of Bayer
AG, pursuant to which we granted to Bayer an exclusive license to develop and commercialize aficamten in Japan, subject to certain
reserved development rights. Under the terms of the Bayer License Agreement, we received an up-front payment of €50.0 million
(equivalent to $52.4 million at the time of payment) which was recorded as deferred revenue at December 31, 2024 and will be
recognized upon the completion of certain performance obligations. We expect to fulfill and satisfy the associated performance
obligation in the first half of 2025.
46
Research and Development Expenses
We incur research and development expenses associated with both partnered and our own research activities, which we finance
from our own cash-on-hand, financing arrangements with third parties, and reimbursement from our collaboration partners
Research and development expenses related to any development activities we elect to fund consist primarily of employee
compensation, supplies and materials, costs for consultants and contract research and manufacturing, facilities costs and depreciation of
equipment.
Research and development expenses for 2024, 2023, and 2022 were as follows (in millions):
Years Ended December 31,
Change
2024
2023
2022
2024-2023
2023-2022
(In millions)
Total research and development
expenses
$
339.4
$
330.1
$
240.8
$
9.3
$
89.3
Research and development expenses increased to $339.4 million in 2024 from $330.1 million in 2023, primarily due to advancing
our clinical trials and higher personnel related costs.
We continue to develop aficamten to treat both oHCM and nHCM in three additional clinical trials, as follows: (i) MAPLE-HCM
is our Phase 3 clinical trial of aficamten as a monotherapy for patients with oHCM, (ii) ACACIA-HCM is a Phase 3 clinical trial for
patients with symptomatic nHCM, and (iii) CEDAR-HCM, our placebo-controlled and open-label extension clinical trial to evaluate the
efficacy, pharmacokinetics (PK) and safety of aficamten in a pediatric population with symptomatic oHCM. Additionally, we have
FOREST-HCM which is an open label extension study designed to assess the long term safety and tolerability of aficamten in patients
with symptomatic oHCM.
We continue to develop omecamtiv mecarbil in COMET-HF, a Phase 3 clinical trial of omecamtiv mecarbil in patients with
symptomatic HFrEF with severely reduced ejection fraction. The intention of the $100 million RP OM Loan Agreement was to partially
cover the costs of the COMET-HF clinical trial.
We recently announced our commencement of AMBER-HFpEF, a Phase 2 clinical trial of CK-586 in patients with symptomatic
HFpEF, in which patient enrollment commenced in the first quarter of 2025. The $50 million in proceeds from the RP CK-586 RPA are
intended to offset expenses related to the conduct of AMBER-HFpEF. If the results of AMBER-HFpEF are supportive of continuing
the development of CK-586 and commencing a Phase 3 clinical trial, we expect to Royalty Pharma to cover potentially 50% of the
continued development of CK-586 up to $150 million, subject to Royalty Pharma’s opt-in right to acquire an additional 3.5% revenue
interest in our or our licensee’s future worldwide net sales of CK-586.
Finally, we also recently announced commencement of our Phase 1 single and multiple ascending dose clinical study of CK-089,
a fast skeletal muscle troponin activator with the potential therapeutic application to a specific type of muscular dystrophy and other
conditions of impaired muscle function.
We expect that research and development expenses will increase in 2025 relative to 2024 due to ongoing clinical trials of
aficamten, COMET in HFrEF, AMBER HFpEF, manufacturing of drug product and raw materials for aficamten to enable a potential
commercial launch and employee related costs.
General and Administrative Expenses
General and administrative expenses consist primarily of compensation for employees in executive and administrative functions,
including, but not limited to, finance, human resources, legal, business and commercial development and strategic planning. Other
significant costs include facilities costs, consulting costs and professional fees for accounting and legal services, including legal services
associated with obtaining and maintaining patents and regulatory compliance.
General and administrative expenses by program for 2024, 2023, and 2022 were as follows (in millions):
Years Ended December 31,
Change
2024
2023
2022
2024-2023
2023-2022
(In millions)
Total general and administrative expenses
$
215.3
$
173.6
$
178.0
$
41.7
$
(4.4)
47
General and administrative expenses increased to $215.3 million in 2024 from $173.6 million in 2023, primarily due to
investments in commercial readiness and higher personnel related costs, including stock based compensation.
We expect that general and administrative expenses will increase in 2025. We have submitted an NDA to FDA for aficamten for
the treatment of oHCM. Accordingly, we will be incurring additional expenses for commercial readiness activities, included, but not
limited to, the hiring and training of a field sales force, the implementation of compliance systems, sales and marketing expenses. In
addition. we submitted an MAA to EMA for aficamten for the treatment of oHCM in the fourth quarter of 2024, and therefore, we will
be incurring similar expenses for commercial readiness activities in Europe but with additional expenses for the establishment of a
corporate infrastructure to enable commercialization activities in key European markets.
Interest Expense
Interest expense for 2024, 2023, and 2022 were as follows (in millions):
Years Ended December 31,
Change
2024
2023
2022
2024-2023
2023-2022
(In millions)
Term loan
$
9.7
$
5.1
$
4.8
$
4.6
$
0.3
2026 Notes
1.0
1.0
3.6
—
(2.6)
2027 Notes
22.1
22.0
10.7
0.1
11.3
Other
4.9
0.2
0.3
4.7
(0.1)
Total interest expense
$
37.7
$
28.3
$
19.4
$
9.4
$
8.9
The components of interest expense were fairly consistent period over period in 2024 and 2023. The most significant change was
related to Term loan interest expense increasing due to drawing on Tranche 6 of the RP Multi Tranche Loan Agreement Amendment in
the second quarter of 2024. Interest expense in 2024 also included approximately $4.8 million of financing fees related to the 2024 RPI
Transactions.
We expect our interest expenses in 2025 to increase under the RP Multi Tranche Loan Agreement as we draw upon additional
loans available to us thereunder.
Non-cash interest expense on liabilities related to revenue participation right purchase agreements
Non-cash interest expense results from the accretion of our liabilities to RPFT and RP ICAV related to the sale of future royalties
under the RP OM RPA and the RP Aficamten RPA, respectively.
The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid pursuant to RP
Aficamten RPA over the life of the arrangement as discounted using an imputed rate of interest. In the second quarter of 2024, we
recorded an additional $33.3 million to the carrying value related to the RP Aficamten RPA Amendment entered into May 22, 2024.
The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 23.5% as of December 31, 2024
and 24.8% as of December 31, 2023.
The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid pursuant to RP OM RPA
over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over
the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest
method. The imputed rate of interest on the carrying value of the RP OM Liability was approximately 0.1% as of December 31, 2024
and 0.1% as of December 31, 2023.
We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our
assumptions.
48
Non-cash interest expense on the liabilities related to the RP OM RPA and the RP Aficamten RPA for 2024, 2023, and 2022 was
as follows (in millions):
Years Ended December 31,
Change
2024
2023
2022
2024-2023
2023-2022
(In millions)
RP OM Liability
$
0.1
$
3.9
$
31.7
$
(3.8) $
(27.8)
RP Aficamten Liability
48.7
25.5
—
23.2
25.5
Total non-cash interest expense
recognized
$
48.8
$
29.4
$
31.7
$
19.4
$
(2.3)
Interest and Other Income, net
Interest and other income, net for 2024, 2023, and 2022 consisted primarily of interest income generated from our cash, cash
equivalents and investments.
Change in fair value liabilities related to RPI transactions and derivative liabilities reflected on the Consolidated Statement of
Operations
The change in fair value liabilities related to the RPI transactions (RP OM Loan Agreement and CK-586 RPA) and the derivative
liabilities for the RP Multi Tranche Loan Agreement for 2024 were as follows (in millions):
Year Ended December 31
2024
(In millions)
CK-586 RPA
$
(1.3)
RP OM Loan
(18.3)
RP Multi Tranche Loan Agreement Derivatives
1.3
Total change in fair value liabilities
$
(18.3)
The fair values of the liabilities related to RPI transactions (RP OM Loan Agreement and CK-586 RPA) are based on significant
unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for
product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp,
variables for the timing of the related events, probability of change of control, and discount rates (which range from 10% to 18% as of
December 31, 2024), which are deemed to be Level 3 inputs in the fair value hierarchy. As products containing omecamtiv mecarbil
and CK-586 have not yet been commercialized, the estimates are highly subjective. For example, assumed increases in the probability
of the clinical success for the omecamtiv mecarbil or CK-586 programs could increase the value of the liabilities. Similarly, assumed
decreases in the discount rates used in the fair value measurements could also increase the value of the liabilities at period end.
The fair values of the derivative liabilities is determined using the probability-weighted expected return method and the “with
and without” method. The fair values are based on significant unobservable inputs, including the probability of change of control, the
probability of default (less than 10%), discount rates (ranging from 10% to 16% as of December 31, 2024) and other factors.
The total change in the estimated fair value liabilities for 2024, was primarily due to a decrease in the discount rates used in the
measurement of the 2024 RP OM Loan Agreement and the RP CK-586 RPA as of December 31, 2024, compared to June 30, 2024. This
decrease resulted in an increase in the estimated fair value of the liabilities and the recognition of a loss on the change in fair value of
liabilities related to RPI transactions of approximately $19.6 million for 2024.
Critical Accounting Policies and Significant Estimates
Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related
disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from
these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the
notes to our financial statements included in this Annual Report on Form 10-K, we believe the following accounting policies to be
critical to the judgments and estimates used in the preparation of our financial statements
49
Fair Value of 2024 RPI transactions
In May 2024, the Company entered into 2024 RPI transactions including the 2024 RP OM Loan Agreement, the RP CK-586
RPA, the RP Stock Purchase Agreement, the 2022 RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA
Amendment. As permitted under Accounting Standards Codification 825, Financial Instruments, or ASC 825, the Company elected the
fair value option for recognition of the liabilities related to 2024 RP OM Loan Agreement and the RP CK-586 RPA. In accordance with
ASC 825, the Company records the liabilities at fair value and remeasures the liabilities at fair value each reporting period with changes
in fair value associated with non-credit components are recognized in Other income (expense), net, while the change in fair value
associated with credit components is recognized in accumulated other comprehensive loss. The fair value of the liabilities is based on
significant unobservable inputs, including the probability of clinical success, the probability of regulatory approval, the estimated date
of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control,
discount rates and other estimates, which are deemed to be Level 3 inputs in the fair value hierarchy. As products containing omecamtiv
mecarbil and CK-586 have not yet been commercialized, the estimates are highly subjective. As of December 31, 2024, the discount
rates that we used in the measurement of the 2024 RP OM Loan Agreement and the RP CK-586 RPA decreased compared to June 30,
2024, which resulted in an increase in the estimated fair value of the liabilities and the recognition of a loss on the change in the fair
value of liabilities related to RPI transactions in our consolidated statement of operations of approximately $19.6 million in 2024. See
Note 3 — Agreements with Royalty Pharma for further detail.
Derivative Liabilities
We recognize liabilities of our embedded derivative instruments related to the RP Multi Tranche Loan at fair value in the
consolidated balance sheets. Each period, the fair value of the derivative liabilities are recalculated and resulting gains and losses from
the changes in fair value of the derivatives with non-credit components are recognized in income, while the change in fair value
associated with credit components is recognized in accumulated other comprehensive loss. Estimating fair values of derivative
instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the
instrument with related changes in internal and external market factors. Since derivative instruments are initially and subsequently
carried at fair value, the Company’s income will reflect the volatility in these estimate and assumption changes.
Revenue Participation Right Purchase Agreements
We have entered into certain revenue participation right purchase agreements for omecamtiv mecarbil, aficamten, and CK-586
with affiliates of Royalty Pharma, pursuant to which such affiliates purchased rights to royalties from certain revenue streams. We
typically account for such agreements as liabilities to be amortized under the effective interest rate method over the life of the related
royalty stream, when we have continuing involvement with the underlying research and development activities. We typically account
for such agreements as deferred income to be amortized under the units-of-revenue method, when there is no continuing involvement
with the underlying research and development activities. We are required to update our estimates, each reporting period, related to the
amount and timing of future royalty payments to be paid to the counterparties of the revenue participation right purchase agreements. The
estimates of the future royalty payment determine the measurement of the non-cash interest expense and the carrying value of the
liability.
Revenue participation right purchase agreements are measured using significant unobservable inputs. The estimates of future
royalties requires the use of several assumptions such as: the probability of clinical success, the probability of regulatory approval, the
estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient behavior,
estimates of pricing, payor reimbursement and coverage, and sales ramp. As products containing aficamten, omecamtiv mecarbil and
CK-586 have not yet been commercialized, the estimates are highly subjective.
The carrying amount of the liabilities are based on our estimate of the future royalties to be paid over the life of the arrangements
as discounted using an imputed rate of interest. The imputed rate of interest on the RP Aficamten Liability was approximately 23.5% as
of December 31, 2024 and 24.8% as of December 31, 2023. The imputed rate of interest on the RP OM Liability was approximately
0.1% as of December 31, 2024 and 0.1% as of December 31, 2023. We periodically assess the amount and timing of expected royalty
payments and account for any changes in such estimates on a prospective basis.
As of December 31, 2024, we have a total carrying value of approximately $462.2 million of liabilities related to revenue
participation right purchase agreements.
50
Accrued Research and Development Expenditures
Clinical trial costs are a component of research and development expense. We accrue and expense clinical trial activities
performed by third parties based upon actual work completed in accordance with agreements established with clinical research and
manufacturing organizations and clinical sites. We determine the actual costs through monitoring patient enrollment, communications
with internal personnel and external service providers regarding the progress or stage of completion of trials or services and the agreed-
upon fee to be paid for such services.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. These risks primarily include risk related to interest rate
sensitivities.
Interest Rate Risk
We are exposed to market risk related to changes in interest rates. As of December 31, 2024, our cash and investments totaled
$1221.1 million, comprising U.S. Treasury securities, U.S. and non-U.S. government agency bonds, commercial paper, a global portfolio
of corporate debt, money market funds, and repurchase agreements backed by U.S. Treasury securities.
Our investments are subject to interest rate risk and could fall in value if market interest rates increase. We have not been exposed
to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 1% increase in market interest
rates would result in a decline in the value of our investments of approximately $6.1 million and $2.4 million as of December 31, 2024
and December 31, 2023, respectively.
In addition, we have elected the fair value option for certain liabilities. The fair value of the liabilities related to 2024 RP OM
Loan Agreement, the RP CK-586 RPA, and the derivatives of the RP Multi Tranche Loan Agreement will increase as market interest
rates decrease. In addition, the fair value of the liabilities may fluctuate based upon changes in the Company’s credit rating. Changes in
the interest rate environment and the credit rating of the Company could have an effect on our future earnings. For example, a
hypothetical 1% decrease in the discount rates used to measure the 2024 RP OM Loan Agreement, the RP CK-586 RPA, and the
derivatives of the RP Multi Tranche Loan Agreement would result an increase in the fair value, and the recognition of a loss, of
approximately $5.4 million as of December 31, 2024. In 2024, we recognized a loss on the change in the estimated fair value of liabilities
of approximately $19.6 million, primarily due to changes in the discount rates used to measure the 2024 RP OM Loan Agreement and
the RP CK-586 RPA. The discount rates ranged from 10% to 18% as of December 31, 2024, compared to 14% to 18% as of June 30,
2024, resulting in an increase in the estimated fair value of the liabilities.
We had $21.1 million under 2026 Notes with a fixed rate of 4.0% and $540.0 million under 2027 Notes with a fixed rate of 3.5%
outstanding as of December 31, 2024. The convertible notes issued at fixed interest rates are exposed to fluctuations in fair value
resulting from changes in market price and interest rates. We do not record our convertible debt at fair value but present the fair value
for disclosure purposes (see Note 7 to our Consolidated Financial Statements). As of December 31, 2024, the fair value of the 2026
Notes and 2027 Notes was estimated at $95.1 million and $651.7 million using quoted market prices.
51
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 42) .............................................................................
52
Consolidated Balance Sheets.........................................................................................................................................................
55
Consolidated Statements of Operations and Comprehensive Loss...............................................................................................
56
Consolidated Statements of Stockholders’ Deficit........................................................................................................................
57
Consolidated Statements of Cash Flows .......................................................................................................................................
58
Notes to Consolidated Financial Statements.................................................................................................................................
59
52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Cytokinetics, Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cytokinetics, Incorporated (the Company) as of December 31,
2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for
each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
53
Measurement of Revenue Participation Right Purchase Agreements
Description of
the Matter
As of December 31, 2024, the liabilities related to revenue participation right purchase agreements, net were
$462.2 million. The Company recognized non-cash interest expense on the liabilities related to revenue
participation right purchase agreements of $(48.8) million for the year ended December 31, 2024. As described
in Note 3 to the consolidated financial statements, the Company has entered into agreements, pursuant to which
counterparties purchased rights to receive royalty streams from the net sales of pharmaceutical products
containing Aficamten and Omecamtiv Mecarbil. The cash received by the Company from these royalty purchase
agreements was initially recognized as a liability related to revenue participation right purchase agreements.
The Company is required to update its estimate, each reporting period, related to the amount and timing of future
royalty payments to be paid to the counterparties of the revenue participation right purchase agreements. The
estimates of the future royalty payment determine the measurement of the non-cash interest expense and the
carrying value of the liability.
Auditing the Company’s measurement of the revenue participation right purchase agreements was complex due
to the significant estimation uncertainty in projecting future royalty payments to be paid to the counterparties
of the revenue participation right purchase agreements. The estimates of future royalties requires the use of
several assumptions such as: the probability of clinical success, the probability of regulatory approval, the
estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior
and patient behavior, estimates of pricing and payor reimbursement and coverage, and sales ramp. As products
containing Aficamten and Omecamtiv Mecarbil have not yet been commercialized, the estimates are highly
subjective.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the
Company’s processes for estimating the amount and timing of future royalty payments.
To test the amount and timing of future royalty payments to be paid to the counterparties of the revenue
participation right purchase agreements, our audit procedures included, among others, evaluating the
reasonableness of significant assumptions used by management. Evaluating the reasonableness of
management’s assumptions included consideration of (i) relevant industry forecasts and data, (ii) consistency
with observable data for competitor products, and (iii) whether the assumptions were consistent with evidence
obtained in other areas of the audit.
54
Fair Value Liabilities
Description of
the Matter
In May 2024, the Company entered into the 2024 RPI transactions including the 2024 RP OM Loan Agreement,
the RP CK-586 RPA, and the 2022 RP Multi Tranche Loan Agreement Amendment. The Company elected the
fair value option for recognition of the liabilities related to 2024 RP OM Loan Agreement and the RP CK-586
RPA and remeasures the liabilities at fair value each reporting period. In addition, the RP Multi Tranche Loan
Agreement has embedded derivatives which are remeasured to fair value each reporting period. As of December
31, 2024, the carrying value of liabilities related to RPI transactions measured at fair value were $137.0 million
and the derivative liabilities measured at fair value were $11.3 million. For the year ended December 31, 2024,
the Company recognized a change in fair value of liabilities related to RPI Transactions of $(19.6) million and
a change in fair value of derivative liabilities of $1.3 million. As described in Note 3 to the consolidated financial
statements, the fair values of the liabilities for the RP OM Loan Agreement and CK-586 RPA are based on
significant unobservable inputs, including the probability of clinical success and regulatory approval based on
historical industry success rates for product development specific to cardiovascular products, the estimated date
of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability
of change of control, and discount rates. The fair values of the embedded derivatives are based on significant
unobservable inputs, including the probability of change of control and the probability of default.
Auditing the Company’s measurement of the fair value of the 2024 RPI transactions and the ongoing
measurement of the fair value liabilities and derivative liabilities was complex due to the significant estimation
uncertainty.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the
Company’s processes for estimating the fair value of the fair value liabilities and derivative liabilities.
To test the measurement of the fair value liabilities and derivative liabilities, our audit procedures included,
among others, a review of the valuation methods, key valuation assumptions, preparation of corroborative
valuations, and testing the cash proceeds from the financing.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2018.
San Jose, California
February 27, 2025
55
CYTOKINETICS, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
94,857
$
113,024
Short-term investments
981,157
501,800
Accounts receivable
16,650
1,283
Prepaid expenses and other current assets
15,276
11,944
Total current assets
1,107,940
628,051
Long-term investments
145,055
40,534
Property and equipment, net
65,815
68,748
Operating lease right-of-use assets
75,158
78,987
Other assets
7,705
7,996
Total assets
$
1,401,673
$
824,316
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
$
20,369
$
21,507
Accrued liabilities
55,323
42,641
Short-term operating lease liabilities
18,978
17,891
Current portion of long-term debt
11,520
10,080
Derivative liabilities measured at fair value
11,300
—
Deferred revenue
52,370
—
Other current liabilities
9,814
10,559
Total current liabilities
179,674
102,678
Term loans, net
93,227
58,384
Convertible notes, net
552,370
548,989
Liabilities related to revenue participation right purchase agreements, net
462,192
379,975
Long-term operating lease liabilities
112,582
120,427
Liabilities related to RPI Transactions measured at fair value
137,000
—
Other non-current liabilities
—
186
Total liabilities
1,537,045
1,210,639
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.001 par value:
Authorized: 10,000,000 shares; Issued and outstanding: none
—
—
Common stock, $0.001 par value:
Authorized: 163,000,000 shares
Issued and outstanding: 118,209,139 shares at December 31, 2024
and 101,637,922 shares at December 31, 2023
118
102
Additional paid-in capital
2,563,876
1,725,823
Accumulated other comprehensive income (loss)
2,398
(10)
Accumulated deficit
(2,701,764)
(2,112,238)
Total stockholders' deficit
(135,372)
(386,323)
Total liabilities and stockholders' deficit
$
1,401,673
$
824,316
The accompanying notes are an integral part of these consolidated financial statements.
56
CYTOKINETICS, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except per share data)
Years Ended December 31,
2024
2023
2022
Revenues:
License and milestone revenues
$
15,000
$
3,500
$
1,000
Collaboration revenues
3,474
4,030
6,588
Realization of revenue participation right purchase agreement
—
—
87,000
Total revenues
18,474
7,530
94,588
Operating expenses:
Research and development
339,408
330,123
240,813
General and administrative
215,314
173,612
177,977
Total operating expenses
554,722
503,735
418,790
Operating loss
(536,248)
(496,205)
(324,202)
Interest expense
(37,701)
(28,306)
(19,414)
Loss on extinguishment of debt
—
—
(24,939)
Non-cash interest expense on liabilities related to revenue
participation right purchase agreements
(48,811)
(29,362)
(31,742)
Interest and other income, net
51,534
27,629
11,342
Change in fair value of derivative liabilities
1,300
—
—
Change in fair value of liabilities related to RPI Transactions
(19,600)
—
—
Net loss
$
(589,526)
$
(526,244)
$
(388,955)
Net loss per share — basic and diluted
$
(5.26)
$
(5.45)
$
(4.33)
Weighted-average number of shares used in computing net loss per
share — basic and diluted
111,979
96,524
89,825
Other comprehensive gain (loss):
Unrealized gain (loss) on available-for-sale securities, net
2,153
3,600
(2,721)
Foreign currency translation adjustments
255
(20)
—
Comprehensive loss
$
(587,118)
$
(522,664)
$
(391,676)
The accompanying notes are an integral part of these consolidated financial statements.
57
CYTOKINETICS, INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands, except shares)
Common Stock
Additional
Paid-In
Accumulated
Other
Comprehensive
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Income (Loss)
Deficit
Deficit
Balance, December 31, 2021
84,799,542
$
84
$ 1,452,268
$
(869)
$
(1,207,620)
$
243,863
ASU 2020-06 adoption
—
—
(49,476)
—
10,581
(38,895)
Exercise of stock options
1,389,031
2
14,314
—
—
14,316
Issuance of common stock under restricted stock
units
707,772
—
—
—
—
—
Shares withheld related to net share settlement of
equity awards
(260,172)
—
(9,602)
—
—
(9,602)
Issuance of common stock under
Employee Stock Purchase Plan
98,153
—
3,227
—
—
3,227
Induced conversion of convertible notes
8,071,343
8
(3,386)
—
—
(3,378)
Exercise of warrants, net
28,306
—
—
—
—
—
Settlement of capped call on 2026 Notes
—
—
26,392
0
—
26,392
Stock-based compensation
—
—
47,853
0
—
47,853
Other comprehensive loss
—
—
—
(2,721)
—
(2,721)
Net loss
—
—
—
—
(388,955)
(388,955)
Balance, December 31, 2022
94,833,975
94
1,481,590
(3,590)
(1,585,994)
(107,900)
Exercise of stock options
1,193,325
2
14,317
—
—
14,319
Vesting of restricted stock units
721,216
1
—
—
—
1
Shares withheld related to net share settlement of
equity awards
(262,829)
—
(10,517)
—
—
(10,517)
Issuance of common stock under
Employee Stock Purchase Plan
136,065
—
4,140
—
—
4,140
Issuance of common stock under at-the-market
offering, net of issuance costs
5,016,170
5
164,228
—
—
164,233
Stock-based compensation
—
—
72,065
—
—
72,065
Other comprehensive income
—
—
—
3,580
—
3,580
Net loss
—
—
—
—
(526,244)
(526,244)
Balance, December 31, 2023
101,637,922
102
1,725,823
(10)
(2,112,238)
(386,323)
Exercise of stock options
2,425,991
3
48,405
—
—
48,408
Vesting of restricted stock units
797,880
—
—
—
—
—
Shares withheld related to net share settlement of
equity awards
(297,205)
—
(19,631)
—
—
(19,631)
Issuance of common stock under Employee Stock
Purchase Plan
140,703
—
4,608
—
—
4,608
Issuance of common stock under at-the-market
offering, net of issuance costs
1,237,460
1
93,639
—
—
93,640
Issuance of common stock in public offering, net of
issuance costs
11,274,510
11
563,193
—
—
563,204
Issuance of common stock in private placement, net
of issuance costs
980,392
1
49,999
—
—
50,000
Exercise of warrants, net
11,335
—
—
—
—
—
Conversion of 2026 Notes
151
—
—
—
—
—
Stock-based compensation
—
—
97,840
—
—
97,840
Other comprehensive income
—
—
—
2,408
—
2,408
Net loss
—
—
—
—
(589,526)
(589,526)
Balance, December 31, 2024
118,209,139
$
118
$ 2,563,876
$
2,398
$
(2,701,764)
$
(135,372)
The accompanying notes are an integral part of these consolidated financial statements.
58
CYTOKINETICS, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net loss
$
(589,526)
$
(526,244)
$
(388,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense on liabilities related to revenue participation right purchase
agreement
48,917
29,474
31,858
Stock-based compensation expense
97,840
72,065
47,853
Non-cash lease expense
4,314
3,750
2,585
Loss on disposition of property and equipment
45
—
—
Depreciation of property and equipment
9,531
11,892
5,814
Change in fair value of derivative liabilities
(1,300)
—
—
Change in fair value of liabilities related to RPI Transactions
19,600
—
—
Realized (loss) gain on investment, net
(19)
35
107
Interest receivable and amortization on investments
(32,515)
(15,735)
(4,710)
Non-cash interest expense related to debt
11,559
7,341
5,697
Loss on extinguishment of debt
—
—
2,693
Loss on inducement of convertible debt
—
—
22,246
Changes in operating assets and liabilities:
Accounts receivable
(15,367)
(1,136)
56,672
Prepaid and other assets
(2,438)
1,596
(7,414)
Accounts payable
(4,483)
(3,483)
4,524
Deferred revenue
52,370
—
(87,000)
Accrued and other liabilities
14,182
17,103
10,844
Operating lease liabilities
(7,244)
(1,406)
1,728
Other non-current liabilities
(1,356)
(9,585)
(4,058)
Net cash used in operating activities
(395,890)
(414,333)
(299,516)
Cash flows from investing activities:
Purchases of investments
(1,293,416)
(635,211)
(855,393)
Maturities of investments
744,225
870,905
604,594
Sales of investments
—
4,975
—
Purchases of property and equipment
(3,906)
(1,416)
(11,335)
Net cash (used in) provided by investing activities
(553,097)
239,253
(262,134)
Cash flows from financing activities:
Repayment of finance lease liabilities
(939)
(858)
(944)
Repayment of term loans
(8,679)
—
(47,651)
Debt extinguishment costs
—
—
(2,409)
Repayment of convertible debt
—
—
(140,330)
Proceeds from issuance of convertible debt, net
—
—
523,586
Proceeds from RPI Transactions
200,000
50,000
149,581
Proceeds from issuance of common stock related to at-the-market offering, net of issuance
costs
93,640
164,233
—
Proceeds from issuance of common stock related to public offering, net of issuance costs
563,204
—
—
Proceeds from issuance of common stock related to private placement, net of issuance costs
50,000
—
—
Proceeds from issuance of common stock under equity incentive and stock purchase plans
53,016
18,459
17,543
Taxes paid related to net share settlement of equity awards
(19,631)
(10,517)
(9,602)
Cash settlement of capped call options associated with 2026 Notes
—
—
26,392
Net cash provided by financing activities
930,611
221,317
516,166
Effect of exchange rate changes
209
(20)
—
Net (decrease) increase in cash, cash equivalents, and restricted cash
(18,167)
46,217
(45,484)
Cash, cash equivalents, and restricted cash, beginning of period
113,399
67,182
112,666
Cash, cash equivalents, and restricted cash, end of period
$
95,232
$
113,399
$
67,182
Supplemental cash flow disclosures:
Cash paid for interest
$
25,970
$
10,295
$
15,165
Non-cash investing and financing activities:
Right-of-use assets recognized in exchange for operating lease obligations
$
481
$
—
$
10,904
Right-of-use assets recognized in exchange for finance lease obligations
$
—
$
—
$
1,055
Amounts unpaid for purchases of property and equipment
$
3,345
$
—
$
621
Issuance of common stock in connection with repurchase of convertible note
$
—
$
—
$
317,123
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Organization and Accounting Policies
Organization
Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August
5, 1997. We are a late-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.
Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an
accumulated deficit of approximately $2.7 billion since inception and there can be no assurance that we will attain profitability. We had
a net loss of $589.5 million and net cash used in operations of $395.9 million for the year ended December 31, 2024. Cash, cash
equivalents, and investments increased to $1,221.1 million as of December 31, 2024 from $655.4 million as of December 31, 2023. We
anticipate that we will have operating losses and net cash outflows in future periods.
We are subject to risks common to late-stage biopharmaceutical companies including, but not limited to, development of new
drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our
liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations
primarily through sales of our common stock, contract payments under our collaboration agreements, sales of future revenues and
royalties, debt financing arrangements, and interest income. Until we achieve profitable operations, we intend to continue to fund
operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. We have
never generated revenues from commercial sales of our drugs. The earliest we might reasonably expect to commence commercial sales
and record revenues is in 2025 following the acceptance for filing of our NDA for aficamten for the treatment of oHCM by FDA in
September of 2024. Our success is dependent on our ability to obtain additional capital by entering into financings or new strategic
collaborations, and ultimately on our and our collaborators’ ability to successfully develop and market one or more of our drug
candidates. We cannot be certain that sufficient funds will be available from financings or such collaborators when needed or on
satisfactory terms. Additionally, there can be no assurance that any of our drug candidates will be accepted in the marketplace or that
any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our
future financial results, financial position and cash flows.
Based on the current status of our research and development activities, we believe that our existing cash, cash equivalents, and
investments will be sufficient to fund cash requirements for at least the next 12 months after the issuance of these consolidated financial
statements. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research
and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs.
Alternatively, we might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding,
if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our
estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are
reasonable; however, actual results could significantly differ from those estimates.
Basis of Presentation
The consolidated financial statements include the accounts of Cytokinetics, Incorporated and its wholly-owned subsidiaries and
have been prepared in accordance with GAAP. Intercompany transactions and balances have been eliminated in consolidation.
Segment Information
We have one primary business activity and operate in one reportable segment.
Our chief operating decision maker (“CODM”) is our Chief Executive Officer ("CEO") who evaluates performance and makes
operating decisions about allocating resources based on financial data presented on a consolidated basis. The measures of profitability
and the significant segment expenses reviewed by the CODM are consistent with these financial statements and footnotes.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
60
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject us to concentrations of risk consist principally of cash, cash equivalents, restricted
cash, investments, and accounts receivable.
Our cash, cash equivalents, restricted cash, and investments held with large financial institutions in the United States and deposits
may exceed the Federal Deposit Insurance Corporation’s insurance limit.
Drug candidates we develop may require approvals or clearances from the FDA or other regulatory agencies prior to commercial
sales. There can be no assurance that our drug candidates will receive any of the required approvals or clearances. If we were to be
denied approval, or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us.
Cash, Cash Equivalents, and Restricted Cash
We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.
A reconciliation of cash, cash equivalents, and restricted cash reported in our consolidated balance sheets to the amount reported
within our consolidated statements of cash flows was as follows (in thousands):
December 31,
2024
2023
Cash and cash equivalents
$
94,857
$
113,024
Restricted cash
375
375
Total cash, cash equivalents, and restricted cash as reported
within our consolidated statement of cash flows
$
95,232
$
113,399
As of December 31, 2024, our restricted cash balance of $0.4 million recorded in other assets is used to collateralize letters of
credit.
Investments
Our investments consist of U.S. Treasury securities, U.S. government agency securities, commercial paper, corporate obligations,
and money market funds. We designate all investments as available-for-sale and report them at fair value, based on quoted market prices,
with unrealized gains and losses recorded in accumulated other comprehensive loss. The cost of securities sold is based on the specific-
identification method. Investments with original maturities greater than three months and remaining maturities of one year or less are
classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments.
All of our available-for-sale investments are subject to a periodic impairment review. For each available-for-sale investment
whose fair value is below its amortized cost, we determine if the impairment is a result of a credit-related loss or other factors using both
quantitative and qualitative factors. If the impairment is a result of a credit-related loss, we recognize an allowance for credit losses. If
the impairment is not a result of a credit loss, we recognize the loss in other comprehensive loss.
Property and Equipment, net
Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the
estimated useful lives of the related assets, which are generally three years for computer equipment and software, five years for
laboratory equipment and office equipment, and seven years for furniture and fixtures. Amortization of leasehold improvements and
finance lease right-of-use assets are computed using the straight-line method over the shorter of the remaining lease term or the estimated
useful life of the related assets, typically ranging from three to twelve years.
Impairment of Long-lived Assets
We review long-lived assets, including property, equipment and right-of-use assets, for impairment whenever events or changes
in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Impairment is measured as the
amount by which the carrying amount of a long-lived asset exceeds its fair value. We would recognize an impairment loss when
estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying
amount.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
61
Leases
We determine if the arrangement contains a lease at inception based on whether the contract conveys the right to control the use
of an identified asset. The lease classification is determined at lease commencement, which is the date the underlying asset is available
for use by the Company, and preliminary based on whether the arrangement is effectively a financed purchase of the underlying asset
(finance lease) or not (operating lease). We determined the lease term at the commencement date by considering whether renewal options
and termination options are reasonably assured of exercise. In addition to the fixed minimum lease payments required under the lease
arrangements, certain leases include payments of operating expenses that may be revised based on the landlord’s estimate. These variable
payments are excluded from the lease payments used to determine the right-of-use asset and lease liability and are recognized when the
associated activity occurs.
We recognize right-of-use assets and short-term and long-term lease liabilities on our consolidated balance sheets for operating
leases. The right-of-use asset and short-term and long-term lease liabilities for finance leases are recognized in property and equipment,
other current liabilities, and other non-current liabilities, respectively, on the consolidated balance sheets.
In determining the present value of lease payments, we estimated our incremental borrowing rate based on information available
upon commencement. We base the lease liabilities on the present value of remaining lease payments over the remaining terms of the
leases using an estimated rate of interest that we would pay to borrow equivalent funds on a collateralized basis at the lease
commencement date. The initial right-of-use asset, for both operating and finance leases, is measured based on the lease liability adjusted
for any initial direct costs, lease prepayments, and lease incentives.
We recognize rent expense for operating leases on a straight-line basis over the lease term in operating expenses on the
consolidated statements of operations. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the
expected useful life or the lease term, and the carrying amount of the lease liability is adjusted to reflect interest, which is recorded in
interest expense.
We exclude from our consolidated balance sheets recognition of leases having a term of 12 months or less (short-term leases).
We account for lease and non-lease components as a single component for our operating leases.
Revenue Recognition
We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration for
those goods or services.
At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or
service is distinct and determine those that are performance obligations. For example, a license to our intellectual property is determined
to be distinct from other performance obligations if licensee is able to use and benefit from the license on its own.
We enter into collaborative arrangements with partners that typically include payment to us for one of more of the following: (i)
up-front license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii)
royalties on net sales of licensed products; and (iv) research and development cost reimbursements. Up-front license fees are included
in the transaction price. Development and regulatory milestone payments are included in the transaction price using the most likely
amount method, if we conclude it is probable that a significant revenue reversal would not occur. For contracts that include sales-based
royalties or sales-based milestones, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance
obligation to which some or all of the royalty or sales-based milestone has been allocated has been satisfied. For collaborative agreements
that have a performance obligation where the counterparty is a customer for the unit of account, we apply ASC 606, Revenue
Recognition, to the unit of account and the revenue is classified as License and milestone revenue in our consolidated statement of
operations. For other transactions in collaborative arrangements, consisting of research and development cost reimbursements, we
recognize the research and development cost reimbursements as collaboration revenues in our consolidated statement of operations.
When a collaborative agreement has more than one performance obligation, we must develop estimates and assumptions that
require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the
transaction price is allocated among the performance obligations. The stand-alone selling price may include such items as, forecasted
revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory
success, to determine the transaction price to allocate to each performance obligation.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
62
For performance obligations that consist of the delivery of an intellectual property license, the revenue is recognized at the point
in time that the license is delivered.
Accrued Research and Development Expenditures
Clinical trial costs are a component of research and development expense. We accrue and expense clinical trial activities
performed by third parties based upon actual work completed in accordance with agreements established with clinical research and
manufacturing organizations and clinical sites. We determine the actual costs through monitoring patient enrollment, discussions with
internal personnel and external service providers regarding the progress or stage of completion of trials or services and the agreed-upon
fee to be paid for such services.
Revenue Participation Right Purchase Agreements
We have entered into certain revenue participation right purchase agreements with RPI ICAV, pursuant to which such investors
purchased rights to royalties from aficamten and omecamtiv mecarbil revenue streams in exchange for consideration. We account for
such agreements as liabilities to be amortized under the effective interest rate method over the life of the related royalty stream, when
we have continuing involvement with the underlying R&D. We are required to update our estimates, at each reporting period, related to
the amount and timing of future royalty payments to be paid to the counterparties of the revenue participation right purchase
agreements. The estimates of the future royalty payment determine the measurement of the non-cash interest expense and the carrying
value of the liability.
Revenue participation right purchase agreements are measured using significant unobservable inputs. The estimates of future
royalties requires the use of several assumptions such as: the probability of clinical success, the probability of regulatory approval, the
estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient compliance
behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp. As products containing aficamten and omecamtiv
mecarbil have not yet been commercialized, the estimates are highly subjective.
Fair Value of 2024 RPI transactions
In May 2024, the Company entered into 2024 RPI transactions including the 2024 RP OM Loan Agreement, the RP CK-586
RPA, the RP Stock Purchase Agreement, the 2022 RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA
Amendment. As permitted under Accounting Standards Codification 825, Financial Instruments, or ASC 825, the Company elected the
fair value option for recognition of the liabilities related to 2024 RP OM Loan Agreement and the RP CK-586 RPA. In accordance with
ASC 825, the Company records the liabilities at fair value and remeasures the liabilities at fair value each reporting period with changes
in fair value associated with non-credit components are recognized in Other income (expense), net, while the change in fair value
associated with credit components is recognized in accumulated other comprehensive loss. The fair value of the liabilities is based on
significant unobservable inputs, including the probability of clinical success, the probability of regulatory approval, the estimated date
of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control,
discount rates and other estimates, which are deemed to be Level 3 inputs in the fair value hierarchy. As products containing omecamtiv
mecarbil and CK-586 have not yet been commercialized, the estimates are highly subjective.
Derivative Liabilities
We recognize liabilities of our embedded derivative instruments related to the RP Multi Tranche Loan at fair value in the
consolidated balance sheets. Each period, the fair value of the derivative liabilities are recalculated and resulting gains and losses from
the changes in fair value of the derivatives with non-credit components are recognized in income, while the change in fair value
associated with credit components is recognized in accumulated other comprehensive loss. Estimating fair values of derivative
instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the
instrument with related changes in internal and external market factors. Since derivative instruments are initially and subsequently
carried at fair value, the Company’s income will reflect the volatility in these estimate and assumption changes.
Research and Development Expenditures
Research and development costs are charged to operations as incurred. Research and development expenses consist primarily of
clinical trial costs, clinical manufacturing costs, preclinical study expenses, technical operations, consulting and other third-party costs,
employee compensation, supplies and materials, allocation of overhead and occupancy costs, facilities costs and depreciation of
equipment.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
63
Income Taxes
We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect
for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amounts expected to be realized.
We recognize uncertain tax positions taken or expected to be taken on a tax return. Tax positions are initially recognized when it
is more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and
subsequently measured as the largest amount of tax benefit that is more likely than not of being realized upon ultimate settlement with
the tax authority assuming full knowledge of the position and relevant facts.
We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense.
Stock-Based Compensation
We maintain equity incentive plans under which incentive stock options may be granted to employees and nonqualified stock
options, restricted stock awards, performance-based stock units and stock appreciation rights may be granted to employees, directors,
consultants and advisors. In addition, we maintain an ESPP under which employees may purchase shares of our common stock through
payroll deductions.
Stock-based compensation expense related to stock options granted to employees and directors is recognized based on the grant
date estimated fair values using the Black Scholes option pricing model. The value of the portion of the award that is ultimately expected
to vest is recognized as expense ratably over the requisite service period.
Stock-based compensation expense related to performance-based stock units granted to employees is recognized based on the
grant-date fair value of each award and recorded as expense over the vesting period using the ratable method when the underlying
performance conditions are deemed probable.
Stock-based compensation expense related to the ESPP is recognized based on the fair value of each award estimated on the first
day of the offering period using the Black Scholes option pricing model and recorded as expense over the service period using the
straight-line method.
Note 2 — Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted average number of vested common shares outstanding
during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common shares, including outstanding
stock options, unvested restricted stock, warrants, convertible preferred stock and shares issuable under our ESPP, during the period
using the treasury stock method and convertible notes using the if-converted method.
The following instruments were excluded from the computation of diluted net loss per share for the periods presented because
their effect would have been antidilutive (in thousands):
Years Ended December 31,
2024
2023
2022
Options to purchase common stock
10,420
11,780
10,992
Warrants to purchase common stock
—
13
13
Restricted stock and performance units
1,865
1,375
1,260
Shares issuable related to the ESPP
15
16
13
Shares issuable upon conversion of 2026 Notes
2,003
2,003
2,003
Shares issuable upon conversion of 2027 Notes
10,572
10,572
10,572
Total shares
24,875
25,759
24,853
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
64
Note 3 — Agreements with Royalty Pharma
On January 7, 2022, we announced that we had entered into the 2022 RPI Transactions with affiliates of Royalty Pharma
International plc.
Pursuant to the 2022 RPI Transactions, the RP Multi Tranche Loan Agreement and the RP Aficamten RPA described below, are
determined to be debt instruments subsequently measured at amortized cost and were entered into with parties that were at the time of
our entry into the 2022 RPI Transactions affiliated and in contemplation of one another. We used the relative fair value method and
made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those
fair value amounts. Arrangement consideration for the RP Multi Tranche Loan Agreement and the RP Aficamten RPA totaled
$150 million, consisting of the two $50 million up front payments for the signing of the RP Multi Tranche Loan Agreement and the RP
Aficamten RPA and milestone of $50 million for initiation of the first pivotal trial in oHCM for aficamten that was deemed probable at
the signing of the agreements.
On May 22, 2024, we announced that we had entered into the 2024 RPI Transactions with affiliates of Royalty Pharma
International plc, which included an amendment the RP Aficamten RPA, a component of the 2022 RPI Transactions. The 2024 RPI
Transactions include the 2024 RP OM Loan Agreement, the RP CK-586 RPA, the RP Stock Purchase Agreement, the RP Multi Tranche
Loan Agreement Amendment and the RP Aficamten RPA Amendment, as described below, are accounted for as a debt modification of
the 2022 RPI Transactions.
The 2024 RPI Transactions consideration of $200.0 million was allocated as follows (in thousands):
Allocation
Units of Accounting:
RP Aficamten RPA
$
33,300
Tranche 6 of RP Multi Tranche Loan Agreement
41,200
Tranche 6 of RP Multi Tranche Loan Agreement - Embedded Derivatives
4,400
Tranche 4 of RP Multi Tranche Loan Agreement - Embedded Derivatives
3,700
RP CK-586 RPA
12,700
RP OM Loan Agreement
104,700
Total consideration
$
200,000
Liabilities Related to RPI Transactions Measured at Fair Value
As permitted under ASC 825, we elected the fair value option for recognizing the liabilities related to the 2024 RP OM Loan
Agreement and the RP CK-586 RPA. The fair value option was elected because these liabilities included embedded derivatives which
would have otherwise required separate recognition and measurement. The Company elected the fair value option as it is believed to
more practical for each liability as a single unit of account at fair value. Under the fair value option, debt issuance costs are expensed as
incurred and the Company is required to record the fair value option elected arrangements at their fair value on the date of issuance and
at each balance sheet thereafter. Changes in the estimated fair value of the arrangements are recognized as changes in fair value of
liabilities related to RPI Transactions in the consolidated statement of operations and comprehensive loss.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
65
RP OM Loan
The RP OM Loan Agreement provides for a loan in a principal amount of $100.0 million that was drawn at the closing.
The loan under the RP OM Loan Agreement matures on the 10 year anniversary of the funding date and is repayable in quarterly
installments as follows:
•
Scenario 1: If the Phase 3 clinical trial of Cytokinetics’ proprietary small molecule cardiac myosin activator known as
omecamtiv mecarbil is successful (defined as meeting the composite primary endpoint of the first event, whichever occurs
first, comprising of cardiovascular death, heart failure event, LVAD implementation/cardiac transplantation, or stroke, with
a hazard ratio (HR) of less than 0.85 and cardiovascular death endpoint HR of less than 1.0) by June 30, 2028 and we receive
the marketing approval from the FDA for omecamtiv mecarbil on or prior to December 31, 2029 (“OM Approval Date”),
commencing on the calendar quarter during which the FDA approval is obtained, we are required to pay RPDF (x) (i) $75.0
million ten business days after the OM Approval Date and (ii) $25.0 million on the first anniversary of the OM Approval
Date and (y) on a quarterly basis an amount equal to 2.0% of the annual worldwide net sales of omecamtiv mecarbil, subject
to a minimum floor amount ranging from $5.0 million to $8.0 million during the first 18 calendar quarters (the payment of
the 2.0% of the annual worldwide net sales starting from the 19th calendar quarter shall be referred to as the “Royalty
Payment”). Our obligation to pay the Royalty Payment will continue after maturity of the Loan;
•
Scenario 2: If the Phase 3 clinical trial of omecamtiv mecarbil is successful by June 30, 2028 but we have not received the
marketing approval from the FDA for omecamtiv mecarbil on or prior to December 31, 2029, we are required to pay RPDF
18 equal quarterly cash payments totaling 237.5% of the principal amount of the loan commencing on March 31, 2030; and
•
Scenario 3: If the Phase 3 clinical trial of omecamtiv mecarbil is not successful by June 30, 2028, we are required to pay
RPDF 22 equal quarterly cash payments totaling 227.5% of the principal amount of the loan commencing on September 30,
2028;
(the aggregate amount to be paid by us with respect to each scenario is referred to as the “Scheduled Payment Amount”).
The interest of the loan is included in the Scheduled Payment Amount for each scenario. In each scenario, we may prepay the
loan in full (but not in part) at any time at its option by paying an amount equal to the unpaid portion of Scheduled Payment Amount
for the outstanding loan; provided that, in scenario 1, we would be required to continue to pay the Royalty Payment after such
prepayment.
In addition, upon the occurrence of a change of control of the Company, the loan is repayable in full at the option of either the
Company or the lender in an amount equal to (x) depending on when such change of control occurs, 150.0% to 237.5% of the principal
amount of the loan minus (y) the then paid Scheduled Payment Amount. The RP OM Loan Agreement contains customary
representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries,
including, among other things, restrictions on dispositions, mergers, indebtedness, encumbrances, distributions, stock repurchases,
investments and transactions with affiliates.
The RP OM Loan Agreement also includes customary events of default, including but not limited to the nonpayment of principal
or interest, violations of covenants, material adverse changes, attachment, levy, restraint on business, cross-defaults on material
indebtedness, bankruptcy, delisting, material judgments, misrepresentations, governmental approvals, payment defaults under other
royalty purchase agreements and development funding agreements with RPDF or RPI ICAV. Upon an event of default or simultaneously
with payment in full of the term loans in the RP OM Loan Agreement, the lenders may, among other things, accelerate the loan (with
the amount payable between 227.5% and 237.5% of the principal amount (less amounts previously paid) in the case of other events of
default).
Upon execution of the RP OM Loan Agreement in the second quarter of 2024, we recorded liabilities of $104.7 million using the
probability-weighted expected return method and the fair value inputs are classified as Level 3 in the fair value hierarchy.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
66
The following table demonstrates the future minimum payments for our RP OM Loan under Scenario 3, based on 227.5% of the
principal amount with repayment expected to start in 2028 as defined above, as of December 31, 2024 (in thousands):
Years ending December 31:
2025
$
—
2026
—
2027
—
2028
20,682
2029
41,363
Thereafter
165,455
Future minimum payments
$
227,500
As defined above, the minimum repayment schedule under Scenario 1 would be a total of 124.0% of the principal amount and
the royalty payment with quarterly payments starting in 2028. In addition, under Scenario 1 we would be obligated to make the royalty
payment each quarter, and such amounts are not determinable at this time. The repayment schedule under Scenario 2 would be 237.5%
of the principal amount with quarterly payments starting in 2030.
CK-586 RPA
Pursuant to the RP CK-586 RPA, RPI ICAV purchased rights to certain revenue streams from worldwide net sales of CK-586 by
us, our affiliates or licensees, in exchange for up to $200 million in consideration, $50 million of which was paid up-front and, following
the initiation of the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in heart failure with preserved
ejection fraction in humans for CK-586, at RPI ICAV’s sole option and discretion, up to in aggregate $150 million in quarterly payments
to fund 50.0% of the research and development cost for a potential Phase 3 clinical trial of CK-586.
Pursuant to the RP CK-586 RPA, RPI ICAV purchased the right to receive a percentage of net sales ranging from 1.0% to up to
4.5% for annual worldwide net sales of CK-586 (depending on the aggregate amounts funded by RPI ICAV), subject to reduction in
certain circumstances, and will receive a 0.75x milestone payment upon market approval of CK-586 by the FDA, or if market approval
of CK-586 by the European Medicines Agency is obtained prior to market approval by the FDA, 0.375x milestone payment for such
obtained approval and 0.375x milestone payment upon subsequent market approval by the FDA.
Upon execution of the RP CK-586 RPA in the second quarter of 2024, we recorded a liability of $12.7 million using a combination
of the discounted cash flow method and the probability-weighted expected return method. The fair value inputs are classified as Level 3
in the fair value hierarchy. We account for the RP CK-586 RPA as a liability because, among other reasons, we have significant
continuing involvement in generating the related revenue stream from which the liability will be repaid.
Accounting for RPI Transactions Measured at Fair Value
The fair values of the liabilities for the RP OM Loan Agreement and CK-586 RPA are based on significant unobservable inputs,
including the probability of clinical success and regulatory approval based on historical industry success rates for product development
specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of
the related events, probability of change of control, and discount rates (which range from 10% to 18% as of December 31, 2024), which
are deemed to be Level 3 inputs in the fair value hierarchy. As products containing omecamtiv mecarbil and CK-586 have not yet been
commercialized, the estimates are highly subjective. For example, assumed increases in the probability of the clinical success for the
omecamtiv mecarbil or CK-586 programs could increase the value of the liabilities. Similarly, assumed decreases in the discount rates
used in the fair value measurements could also increase the value of the liabilities at period end.
In 2024, the Company recorded a loss of $19.6 million associated with the change in fair value of the liabilities related to 2024
RP OM Loan Agreement and the CK-586 RPA. The change in the fair value has been recognized in the consolidated statement of
operations and comprehensive loss.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
67
The following table summarizes the changes of the fair value of the CK-586 RPA and RP OM Loan (in thousands):
2024
CK-586 RPA
RP OM Loan
Beginning balance, May 22
$
12,700
$
104,700
Change in fair value
1,300
18,300
Ending balance, December 31
$
14,000
$
123,000
Liabilities Related to Revenue Participation Right Purchase Agreements
RP Aficamten Royalty Purchase Agreement
On January 7, 2022, we entered into the RP Aficamten RPA with RPI ICAV, pursuant to which RPI ICAV purchased rights to
certain revenue streams from net sales of pharmaceutical products containing aficamten by us, our affiliates and our licensees in
exchange for up to $150.0 million in consideration, $50.0 million of which was paid on the closing date, $50.0 million of which was
paid to us in March 2022 following the initiation of the first pivotal trial in oHCM for aficamten, and $50.0 million of which was paid
to us in September 2023 following the initiation of the first pivotal clinical trial in nHCM for aficamten. The RP Aficamten RPA also
provides that the parties will negotiate terms for additional funding if we achieve proof of concept results in certain other indications for
aficamten, with a reduction in the applicable royalty if we and RPI ICAV fail to agree on such terms in certain circumstances.
Pursuant to the RP Aficamten RPA, RPI ICAV purchased the right to receive a percentage of net sales equal to 4.5% for annual
worldwide net sales of pharmaceutical products containing aficamten up to $1 billion and 3.5% for annual worldwide net sales of
pharmaceutical products containing aficamten in excess of $1 billion, subject to reduction in certain circumstances. On May 22, 2024,
we entered into the RP Aficamten RPA Amendment to restructure the royalty so that RPI will now be entitled to receive 4.5% of the
first $5.0 billion of worldwide annual net sales of aficamten and 1% of any incremental annual worldwide net sales of aficamten by us
and our licensees. Our liability to RPI ICAV is referred to as the “RP Aficamten Liability”.
We account for the RP Aficamten Liability as a liability primarily because we have significant continuing involvement in
generating the related revenue stream from which the liability will be repaid. If and when aficamten is commercialized and royalties
become due, we will recognize the portion of royalties paid to RPI ICAV as a decrease to the RP Aficamten Liability and a corresponding
reduction in cash.
The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid to RPI ICAV over
the life of the arrangement as discounted using an imputed rate of interest. In the second quarter of 2024, we recorded an additional
$33.3 million to the carrying value related to the 2024 RPI Transactions entered into May 22, 2024. The imputed rate of interest on the
carrying value of the RP Aficamten Liability was approximately 23.5% and 24.8% as of December 31, 2024 and 2023, respectively.
2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement
In February 2017, we entered into the RP OM RPA pursuant to which we sold a portion of our right to receive royalties from
Amgen on future net sales of omecamtiv mecarbil to RPFT for a one-time payment of $90 million, which is non-refundable even if
omecamtiv mecarbil is never commercialized. Concurrently, we entered into a common stock purchase agreement with RPFT through
which RPFT purchased 875,656 shares of the Company’s common stock for $10.0 million. We allocated the consideration and issuance
costs on a relative fair value basis to our liability to RPFT related to sale of future royalties under the RP OM RPA (the “RP OM
Liability”) and the common stock sold to RPFT, which resulted in the RP OM Liability being initially recognized at $92.3 million. The
RP OM RPA, as amended, provides for the sale of a royalty to RPFT of 5.5% on worldwide net sales of omecamtiv mecarbil.
We account for the RP OM Liability as a liability primarily because we have significant continuing involvement in generating
the related revenue stream from which the liability will be repaid. If and when omecamtiv mecarbil is commercialized and royalties
become due, we will recognize the portion of royalties paid to RPFT as a decrease to the RP OM Liability and a corresponding reduction
in cash.
The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of
the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over the $92.3 million
of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed
rate of interest on the carrying value of the RP OM Liability was approximately 0.1% as of December 31, 2024 and 2023.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
68
Accounting for Revenue Participation Right Purchase Agreements
We periodically assess the amount and timing of expected royalty payments using a combination of internal projections and
forecasts from external sources. To the extent such payments are greater or less than our initial estimates or the timing of such payments
is materially different than its original estimates, we will prospectively adjust the amortization of the RP OM Liability and the RP
Aficamten Liability and the effective interest rate.
There are a number of factors that could materially affect the amount and timing of royalty payments, a number of which are not
within our control. The RP OM Liability and the RP Aficamten Liability are recognized using significant unobservable inputs. The
estimates of future royalties requires the use of several assumptions such as: the probability of clinical success, the probability of
regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior
and patient compliance behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp. A significant change in
unobservable inputs could result in a material increase or decrease to the effective interest rate of the RP OM Liability and the RP
Aficamten Liability.
We recorded $50.0 million of additional consideration associated with the 2022 RP Aficamten Royalty Purchase Agreement upon
receipt of the cash in the third quarter of 2023. In the second quarter of 2024, we recorded an additional $33.3 million to the carrying
value related to the 2024 RPI Transactions entered in May 22, 2024.
We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our
assumptions. Changes to the RP Aficamten Liability and the RP OM Liability are as follows (in thousands):
RP Aficamten Liability
RP OM Liability
2024
2023
2022
2024
2023
2022
Beginning balance, January 1
$
180,591
$
105,117
$
—
$
199,384
$ 195,384
$ 179,072
Initial carrying value
—
—
89,571
—
—
—
Additional consideration
—
50,000
—
—
—
—
Modification in the 2024 RPI
Transactions
33,300
—
—
—
—
—
Interest accretion
48,708
25,474
15,546
103
3,888
16,196
Amortization of issuance costs
—
—
—
106
112
116
Ending balance, December 31 $
262,599
$
180,591
$
105,117
$
199,593
$ 199,384
$ 195,384
RP Multi Tranche Term Loan
As of December 31, 2024, under the 2022 RP Loan Agreement, we are entitled to receive tranches 4 and 5 as described below.
On May 22, 2024, we entered into the RP Multi Tranche Loan Agreement Amendment which provides for two tranches of additional
term loans in an aggregate principal amount up to $225.0 million as follows:
•
$75.0 million of tranche 4 term loans during the one year period following the receipt on or prior to September 30, 2024 of
positive results from SEQUOIA-HCM, the Phase 3 trial for aficamten;
•
$100.0 million of tranche 5 term loans during the one year period following the acceptance by the FDA on or prior to March
31, 2025 of an NDA for aficamten, subject to the conditions to the tranche 4 term loans having occurred on or prior to
September 30, 2024;
•
$50.0 million tranche 6 term loan, which was drawn on May 22, 2024; and
•
$175.0 million tranche 7 term loan drawable at Cytokinetics’ discretion within one year of a future FDA approval of
aficamten in obstructive hypertrophic cardiomyopathy if such approval is obtained on or prior to December 31, 2025.
In December 2023, we announced positive topline results from SEQUOIA-HCM, the Phase 3 trial for aficamten. This entitled us
to draw $75.0 million under tranche 4 at any time prior to April 3, 2025.
In November 2024, we announced that FDA has accepted our NDA for aficamten. This entitled us to draw $100.0 million under
tranche 5 at any time prior to November 25, 2025.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
69
We are contractually required to draw at least $50.0 million of either tranche 4 or tranche 5 prior to November 24, 2025.
Each term loan under the RP Multi Tranche Loan Agreement matures on the 10 year anniversary of the funding date for such
term loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh
full calendar quarter following the calendar quarter of the applicable funding date for such term loan, with the aggregate amount payable
in respect of each term loan (including interest and other applicable fees) equal to 190% of the principal amount of the term loan for the
tranche 1, tranche 4, tranche 5, tranche 6, and tranche 7 term loans (such amount with respect to each term loan, “Final Payment
Amount”). We account for amounts drawn under the RP Multi Tranche Loan Agreement using the effective interest method.
The RP Multi Tranche Loan Agreement and amendment contains embedded derivative features. The fair values of the embedded
derivatives are based on significant unobservable inputs, including the probability of change of control, the probability of default,
discount rates and other factors. We have bifurcated and recognized the embedded derivatives as Derivative Liabilities Measured at Fair
Value as discussed below.
We may prepay the term loans in full (but not in part) at any time at our option by paying an amount equal to the unpaid portion
of Final Payment Amount for the outstanding term loans under the RP Multi Tranche Loan Agreement. In addition, the term loans under
the RP Multi Tranche Loan Agreement are repayable in full at the option of either us or the lender in an amount equal to the unpaid
portion of Final Payment Amount for the outstanding term loans upon a change of control of Cytokinetics.
Future minimum payments under the existing borrowing under Tranche 1 and Tranche 6 of RP Multi Tranche Loan are (in
thousands):
Years ending December 31:
2025
$
11,520
2026
20,160
2027
23,040
2028
23,040
2029
23,040
Thereafter
77,720
Future minimum payments
178,520
Less: Unamortized interest and loan costs
(73,773)
Term Loan, net
$
104,747
The weighted-average effective rate of interest on the Tranche 1 and Tranche 6 term loans was approximately 11.8% as of
December 31, 2024.
As of December 31, 2024, the estimated fair value of the Tranche 1 and Tranche 6 term loans was $110.0 million. The fair value
was estimated based on Level 3 inputs.
Derivative Liabilities Measured at Fair Value
We have bifurcated and recognized the embedded derivatives in the RP Multi Tranche Loan Agreement. These embedded
derivatives include repayment features based upon a change in control and default.
We recognize the derivative liabilities at fair value in the consolidated balance sheets. Each period, the fair value of the derivative
liabilities will be recalculated and resulting gains and losses from the changes in fair value of the derivatives with non-credit components
are recognized in income, while the change in fair value associated with credit components is recognized in accumulated other
comprehensive loss. Estimating fair values of derivative instruments requires the development of significant and subjective estimates
that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.
The fair values of the derivative liabilities is determined using the probability-weighted expected return method and the “with
and without” method. The fair values are based on significant unobservable inputs, including the probability of change of control, the
probability of default (less than 10%), discount rates (ranging from 10% to 16% as of December 31, 2024) and other factors.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
70
In 2024, the Company recorded a gain of $1.3 million associated with the change in fair value of the derivative liabilities. The
amounts have been recorded as other expense in the consolidated statement of operations and comprehensive loss.
The following table summarizes the changes of the fair value of the derivative liabilities for the RP Multi Tranche Loan
Agreement (in thousands):
2024
RP Multi Tranche Loan
Agreement Derivatives
Beginning balance, May 22
$
12,600
Change in fair value
(1,300)
Ending balance, December 31
$
11,300
RP Stock Purchase Agreement
Concurrently with the closing of our underwritten public offering on May 28, 2024, RPI ICAV purchased 980,392 shares of
Common Stock in a private placement transaction at a price of $51.00 per share. The proceeds from this private placement were $50
million.
Note 4 — Research and Development Arrangements
Collaboration for Commercialization of Omecamtiv in China
On December 20, 2021, we entered into a license and collaboration agreement with Corxel, or the Corxel OM License Agreement,
pursuant to which we granted to Corxel an exclusive license to develop and commercialize omecamtiv mecarbil in China and Taiwan.
Under the terms of the Corxel OM License Agreement, we received a $50.0 million nonrefundable payment from Corxel comprised of
a $40.0 million payment as consideration for the rights granted by us to Corxel and $10.0 million attributable to our having submitted
to FDA an NDA for omecamtiv mecarbil. In December 2024, we entered into a mutual termination agreement with Corxel to terminate
the Corxel OM License Agreement. Accordingly, all rights to develop and commercialize omecamtiv mecarbil have reverted to us.
Collaboration for Commercialization of Aficamten in China
On July 14, 2020, we entered into the Corxel Aficamten License Agreement, pursuant to which we granted to Corxel an exclusive
license to develop and commercialize aficamten in China and Taiwan. On December 17, 2024, Corxel assigned all of its rights under
our license and collaboration agreement to Sanofi. As a result of the Corxel assignment transaction with Sanofi, we received a $15.0
million non-refundable payment in connection with a modification of the original license prior to the assignment of Corxel’s rights
under our license and collaboration agreement for the development and commercialization of aficamten in China to Sanofi. We are also
eligible to receive an additional $10.0 million payment from Corxel contingent on aficamten being approved in China and included on
China's National Reimbursement Drug List.
Effective December 17, 2024, Sanofi has an exclusive license to develop and commercialize aficamten in China and Taiwan (the
"Sanofi License Agreement"). The total maximum future development and commercial milestone payments achievable for development
and commercial milestone events in the field of oHCM and nHCM are $160.0 million, of which we have already earned and received
$10.0 million. We are also entitled to receive tiered royalties in the low-to-high teens range on the net sales of pharmaceutical products
containing aficamten in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for
licenses to third party patents.
The Sanofi License Agreement will, unless terminated earlier, continue on a market-by-market basis until expiration of the
relevant royalty term.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
71
Accounting for the License and Collaboration Agreements in China
We assessed the original arrangements of the Corxel License Agreements in accordance with ASC 606 and concluded that there
was one performance obligation, for which the counterparty is a customer for the unit of account, relating to the license of functional
intellectual property for each agreement. The performance obligation was satisfied, and we recognized the residual allocation of
arrangement consideration as revenue of $54.9 million in 2021 for the Corxel OM License Agreement and $36.5 million in 2020 for the
Corxel Aficamten License Agreement. Due to the nature of development, including the inherent risk of development and approval by
regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due
and, accordingly, we consider the milestone payments to be fully constrained and exclude the milestone payments from the transaction
price. For the other transactions in collaborative arrangements, consisting of research and development cost reimbursements, we
recognize the research and development cost reimbursements as collaboration revenues in our consolidated statement of operations.
In 2024, we entered into an agreement to modify the Corxel Aficamten License Agreement. The $15.0 million up-front payment
was recognized upon execution of the modification as all performance obligations were satisfied. The $10.0 million contingent payment
to be earned upon aficamten being approved in China and included on China's National Reimbursement Drug List is constrained due to
the significant uncertainty as of December 31, 2024.
Collaboration revenues from Corxel for 2024, 2023, and 2022 were $3.3 million, $1.3 million, and $0.9 million, respectively,
related to certain development cost reimbursements.
We had accounts receivable from Corxel of $16.5 million as of December 31, 2024 and $0.3 million as of December 31, 2023.
Collaboration for Commercialization of Aficamten in Japan
On November 19, 2024, we announced that we had entered into a collaboration and license agreement with Bayer Consumer
Care AG, an affiliate of Bayer AG, for the exclusive development and commercialization of aficamten in Japan, subject to certain
reserved development rights of Cytokinetics to continue the conduct certain clinical trials (the "Bayer License Agreement").
The Company received an upfront payment of €50.0 million (equivalent to $52.4 million) and is eligible to receive up to an
additional €90.0 million upon the achievement of milestones through commercial launch. The Company is also eligible to receive up to
€490.0 million in commercial milestone payments upon the achievement of certain sales milestones, and tiered royalties on net sales of
aficamten in Japan.
Accounting for the License and Collaboration Agreement in Japan
We assessed the Bayer License Agreement under ASC 606 and concluded that there was one performance obligation, for which
the counterparty is a customer for the unit of account, relating to the license of functional intellectual property. The €50.0 million
(equivalent to $52.4 million) up-front payment received under this agreement was recorded as deferred revenue in the fourth quarter of
2024, as the technology transfer related to the license of functional intellectual property has not yet been satisfied. We expect to fulfill
and satisfy the technology transfer in the first half of 2025. The agreement also includes additional milestone payments, including future
milestone payments totaling up to an additional €90.0 million upon achievement of milestones through commercial launch. These
payments are constrained due to uncertainties related to regulatory and development progress and will be recognized as revenue only
when it becomes probable that a significant revenue reversal will not occur. In addition, we are eligible to receive up to €490.0 million
in commercial milestone payments based on the achievement of specific sales thresholds and tiered royalties on net sales of aficamten
in Japan. The sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales and
usage-based royalty exception of ASC 606 as these amounts have been determined to relate predominantly to the license.
As of December 31, 2024, we had deferred revenue of $52.4 million, which related to the up-front payment from the Bayer
License Agreement.
We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period. We
will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount
of cumulative revenue recognized will not occur.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
72
Collaboration for development of reldesemtiv
The Company and Astellas entered into the Astellas FSRA Agreement on April 23, 2020. Under the Astellas FSRA Agreement,
Astellas agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the
Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12.0 million. On March 31, 2023,
we announced that we would be discontinuing COURAGE-ALS, our Phase 3 clinical trial of reldesemtiv in patients with ALS, and
COURAGE-ALS OLE. As of December 31, 2023 we billed and collected the maximum contribution of $12.0 million from Astellas,
and no further revenue is expected under this arrangement.
We had no revenue from Astellas in 2024. Collaboration revenue from Astellas for 2023 and 2022 was $2.7 million and $5.7
million, respectively, related to certain development cost reimbursement.
Note 5 — Fair Value Measurements
We value our financial assets and liabilities at fair value, defined as the price that would be received for assets when sold or paid
to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data
or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the
risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally
unobservable.
We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information
reasonably available. Accordingly, we use valuation techniques that maximize the use of observable inputs and minimize the use of
unobservable inputs to the extent possible and consider the security issuers’ and the third-party issuers’ credit risk in our assessment of
fair value.
We classify fair value based on the observability of those inputs using a hierarchy that prioritizes the inputs used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1
measurement) and the lowest priority to unobservable inputs (Level 3 measurement):
Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with
observable market data; and
Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally-developed
valuation models.
Fair Value of Financial Assets
The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as
available-for-sale securities, that were measured on a recurring basis (in thousands):
December 31, 2024
Fair Value
Hierarchy Level
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
Money market funds
Level 1
$
71,515
$
—
$
—
$
71,515
U.S. Treasury securities
Level 1
404,377
1,192
(74)
405,495
U.S. Government agency securities
Level 2
134,547
339
(23)
134,863
Commercial paper
Level 2
302,043
399
(128)
302,314
Asset-backed securities
Level 2
13,924
42
—
13,966
Corporate obligations
Level 2
290,616
598
(182)
291,032
$
1,217,022
$
2,570
$
(407) $1,219,185
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
73
December 31, 2023
Fair Value
Hierarchy Level
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
Money market funds
Level 1
$
77,429
$
—
$
—
$
77,429
U.S. Treasury securities
Level 1
34,625
13
(15)
34,623
U.S. Government agency securities
Level 2
175,301
87
(133)
175,255
Commercial paper
Level 2
252,956
156
(59)
253,053
Asset-backed securities
Level 2
37,947
13
(101)
37,859
Corporate obligations
Level 2
54,437
90
(41)
54,486
$
632,695
$
359
$
(349) $ 632,705
Investments in corporate debt securities, commercial paper, asset-backed securities and U.S. Government agency securities are
classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for
identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are
observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable,
these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained
from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer
quotes and reference data.
No credit losses on debt securities were recognized in the periods presented. In its evaluation to determine expected credit losses,
management considered all available historical and current information, expectations of future economic conditions, the type of security,
the credit rating of the security, and the size of the loss position, as well as other relevant information. The unrealized losses as of
December 31, 2024 are attributed to market interest rate changes and are not attributed to credit. The Company does not intend to sell,
and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery.
Note 6 — Balance Sheet Components
Our property and equipment consisted of (in thousands):
December 31,
2024
2023
Property and equipment, net:
Laboratory equipment
$
21,398
$
18,839
Computer equipment and software
3,263
3,263
Office equipment, furniture and fixtures
6,159
6,061
Leasehold improvements
66,874
66,874
Construction in progress
4,067
220
Right-of-use assets, finance lease
1,231
1,839
Total property and equipment
102,992
97,096
Less: Accumulated depreciation
(37,177)
(28,348)
$
65,815
$
68,748
Depreciation expense was $9.5 million, $11.9 million, and $5.8 million for 2024, 2023, and 2022, respectively.
Our accrued liabilities were as follows (in thousands):
December 31,
2024
2023
Accrued liabilities:
Clinical and preclinical costs
$
13,567
$
5,880
Compensation related
35,132
29,255
Other accrued expenses
6,624
7,506
Total accrued liabilities
$
55,323
$
42,641
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
74
We sponsor a 401(k) defined contribution plan covering all employees and contributed $2.7 million, $2.5 million, and $1.8 million
to this plan in 2024, 2023, and 2022, respectively.
Note 7 — Debt
Convertible Notes
On November 13, 2019, we issued $138.0 million aggregate principal amount of 2026 Notes. On July 6, 2022, we issued $540.0
million aggregate principal amount of 2027 Notes and used approximately $140.3 million of the net proceeds from the offering of 2027
Notes and issued 8,071,343 shares of common stock to repurchase approximately $116.9 million aggregate principal amount of the 2026
Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2026 Notes concurrently with the
pricing of the offering of the 2027 Notes. As of December 31, 2024, there remains $21.1 million aggregate principal amount of 2026
Notes outstanding and $540.0 million of aggregate principal amount of 2027 Notes outstanding.
The 2026 Notes are unsecured obligations and bear interest at an annual rate of 4.0% per year, payable semi-annually on May 15
and December 15 of each year, beginning May 15, 2020. The 2026 Notes will mature on November 15, 2026, unless earlier repurchased
or redeemed by us or converted at the option of the holders. We may redeem the 2026 Notes prior to the maturity date but we are not
required to and no sinking fund is provided for the 2026 Notes. The 2026 Notes may be converted, under certain circumstances, based
on an initial conversion rate of 94.7811 shares of common stock per $1,000 principal amount (which represents an initial conversion
price of $10.55 per share).
The 2027 Notes are our senior unsecured obligations and shares equal in right of payment with our other indebtedness, including
the 2026 Notes. The 2027 Notes bear interest at a rate of 3.5% per year, payable semiannually in arrears on January 1 and July 1 of each
year, beginning on January 1, 2023. The 2027 Notes will mature on July 1, 2027, unless earlier converted, redeemed or repurchased.
The 2027 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our
election, based on the applicable conversion rate(s). The initial conversion rate for the 2027 Notes is 19.5783 shares of our common
stock per $1,000 principal amount of such Notes, which is equivalent to an initial conversion price of approximately $51.08 per share.
The conversion rate for the 2026 Notes and 2027 Notes will be subject to adjustment upon the occurrence of certain specified
events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture), we will, in certain
circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection
with such make-whole fundamental change.
The 2026 Notes are redeemable, in whole or in part, at our option at any time, and from time to time, and, in the case of any
partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal
amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if
the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days,
whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the
date we may send the related redemption notice; and (ii) the trading day immediately before the date we may send such notice. The 2026
Notes are convertible at December 31, 2024 at the option of the holder.
Holders of the 2027 Notes have the option to convert their convertible notes only in the following circumstances: (i) if the last
reported sale price per share of our common stock exceeds 130% of the conversion price for at least 20 trading days within a 30-day
period starting from the last trading day of the preceding quarter after September 30, 2022; (ii) within 5 consecutive business days
following any 10 consecutive trading day period if the trading price per $1,000 principal amount of 2027 Notes during such period falls
below 98% of the product of the last reported sale price per share of our common stock and the conversion rate; (iii) upon certain
corporate events or distributions on our common stock outlined in the 2027 Indenture; (iv) upon our call for redemption of the 2027
Notes; and (v) from March 1, 2027, until the scheduled trading day immediately preceding the maturity date.
We may not redeem the 2027 Notes at our option at any time before July 7, 2025. The 2027 Notes will be redeemable, in whole
or in part (subject to the “Partial Redemption Limitation” (as defined in the 2027 Indenture)), at our option at any time, and from time
to time, on or after July 7, 2025.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
75
The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):
Years Ended December 31,
2024
2023
2022
Contractual interest expense
$
844
$
844
$
3,265
Amortization of debt issuance costs
115
108
355
Total interest expense recognized
$
959
$
952
$
3,620
The effective interest rate of the 2026 Notes was 4.6% as of December 31, 2024, 2023, and 2022. As of December 31, 2024. the
unamortized debt issuance cost for the 2026 Notes was $0.2 million and will be amortized over approximately 1.9 years. As of
December 31, 2024, the 2026 Notes were partially converted into 151 shares at the option of a holder.
The following table presents the total amount of interest cost recognized relating to the 2027 Notes (in thousands):
2024
2023
2022
Contractual interest expense
$
18,900
$
18,900
$
9,188
Amortization of debt issuance costs
3,265
3,074
1,542
Total interest expense recognized
$
22,165
$
21,974
$
10,730
The effective interest rate of the 2027 Notes was 4.2% as of December 31, 2024 , 2023 and 2022. As of December 31, 2024, the
unamortized debt issuance cost for the 2027 Notes was $8.5 million and will be amortized over approximately 2.5 years. In 2024, the
conditions allowing holders of the Notes to convert were not met. As a result, the 2027 Notes are not convertible as of December 31,
2024.
Future minimum payments under the 2027 Notes and 2026 Notes are (in thousands):
Years ending December 31:
2027 Notes
2026 Notes
Total
2025
$
18,900
$
845
$
19,745
2026
18,900
21,976
40,876
2027
558,900
—
558,900
Future minimum payments
596,700
22,821
619,521
Less: Interest
(56,700)
(1,690)
(58,390)
Convertible notes, principal amount
540,000
21,131
561,131
Less: Unamortized debt issuance costs on the
convertible notes
(8,533)
(228)
(8,761)
Net carrying amount of the convertible notes
$
531,467
$
20,903
$
552,370
As of December 31, 2024, the estimated fair value of the 2027 Notes and 2026 Notes was $651.7 million and $95.1 million,
respectively, and was based upon observable, Level 2 inputs, including pricing information from recent trades of the convertible notes.
Note 8 — Stockholders’ Equity
Public Offering of Common Stock and Concurrent Private Placement
On May 28, 2024, the Company closed an underwritten public offering of 9,803,922 shares of Common Stock at a public offering
price of $51.00 per share, which included the exercise in full by the underwriters of their option to purchase up to 1,470,588 shares of
Common Stock at the public offering price. The gross proceeds to the Company from the offering were approximately $575.0 million
and net proceeds were approximately $563.2 million, after deducting the applicable underwriting discounts and commissions.
Concurrently with the closing of the underwritten public offering, RPI ICAV purchased 980,392 shares of Common Stock pursuant to
the RP Common Stock Purchase Agreement at a price of $51.00 per share in a concurrent private placement. The proceeds from the
concurrent private placement were $50.0 million.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
76
Equity Incentive Plan
Our 2004 Plan provides for us to grant incentive stock options, non-statutory stock options, restricted stock, stock appreciation
rights, restricted stock units, performance shares and performance units to employees, directors, and consultants. We may grant options
for terms of up to ten years at prices not lower than 100% of the fair market value of our common stock on the date of grant. Options
granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years. Options granted to
existing employees generally vest monthly over a period of four years.
In May 2022, our stockholders approved an amendment to the 2004 Plan to increase the number of authorized shares reserved
for issuance under the 2004 Plan by an additional 6.0 million shares. In May 2022 and February 2023, our board of directors approved
an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by an additional
1.6 million shares and 1.0 million shares, respectively, for inducement grants to new employees. As of December 31, 2024, the total
authorized shares under the 2004 Plan available for grant was 5.1 million.
Stock option activity in 2024, 2023, and 2022 was as follows:
Stock Options
Outstanding
Weighted
Average Exercise
Price per Share
Weighted
Average
Remaining
Contractual Life
(in years)
Aggregate
Intrinsic Value
(in millions)
Balance at December 31, 2021
9,372,959
$
13.35
Granted
3,424,150
39.79
Exercised
(1,389,031)
10.13
Forfeited
(415,675)
28.94
Balance at December 31, 2022
10,992,403
$
22.13
Granted
2,447,225
38.59
Exercised
(1,200,895)
12.13
Forfeited
(458,503)
35.01
Balance at December 31, 2023
11,780,230
$
26.07
Granted
1,551,042
60.13
Exercised
(2,437,856)
20.20
Forfeited
(473,893)
40.89
Balance at December 31, 2024
10,419,523
$
31.84
6.4
$
178.7
Exercisable at December 31, 2024
6,879,281
$
24.34
5.4
$
159.5
We have elected to account for forfeitures as they occur. The intrinsic value of stock options exercised, calculated based on the
difference between the market value at the date of exercise and the exercise price, was $112.6 million for 2024, $33.8 million for 2023,
and $46.3 million for 2022. The weighted-average grant date fair value of options to purchase common stock granted was $40.65,
$24.67, and $24.77 per share in the years ended December 31, 2024, 2023, and 2022, respectively. The total grant-date fair value of
options to purchase common stock vested was $57.5 million, $51.1 million and $26.9 million in the year ended December 31, 2024,
2023, and 2022, respectively.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
77
RSU, including PSU, activity in 2024, 2023, and 2022 was as follows:
Number of
Restricted
Stock Units
Weighted
Average Award
Date Fair Value
per Share
Balance at December 31, 2021
1,414,827
$
18.52
Granted
780,519
37.69
Exercised
(707,772)
16.72
Forfeited
(273,310)
26.65
Balance at December 31, 2022
1,214,264
$
30.07
Granted
965,863
39.09
Exercised
(721,215)
27.40
Forfeited
(84,290)
35.46
Balance at December 31, 2023
1,374,622
$
37.47
Granted
1,538,343
54.87
Exercised
(797,880)
38.17
Forfeited
(250,027)
46.94
Balance at December 31, 2024
1,865,058
$
49.58
RSUs generally vest annually over two to three years.
The fair value of vested RSUs, including PSUs, calculated based on the units vested multiplied by the closing price of our common
stock on the date of vesting, was $52.6 million for 2024, $28.6 million for 2023, and $26.2 million for 2022.
Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co.
On March 1, 2023, we entered into the Amended ATM Facility, with Cantor, under which we may offer and sell, from time to
time at our sole discretion, shares of the Common Stock having an aggregate offering price of up to $300.0 million through Cantor, as
sales agent. The Amended ATM Facility amends, restates and supersedes the Controlled Equity Offering Sales Agreement dated as of
March 6, 2019 between the Company and Cantor.
Cantor may sell the Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the
Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for
our common stock. Cantor will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions
from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Cantor a
commission of up to 3.0% of the aggregate gross sales proceeds of any common stock sold through Cantor under the Amended ATM
Facility, and also have provided Cantor with customary indemnification rights.
In 2023, we issued 5,016,170 shares of our common stock for net proceeds of $164.2 million under the Amended ATM Facility.
We issued 1,237,460 shares of our common stock for net proceeds of $93.6 million under the Amended ATM Facility in 2024.
Performance Stock Units
In 2024, the Compensation Committee granted a total of 458,357 performance stock units ("PSUs") to certain employees with a
grant date fair value ranging from $47.04 to $63.75 per unit. The fair value of the PSUs was determined on the grant date based on the
fair value of the Company’s common stock at such time. The PSU awards are subject to performance goals and will be earned as to a
pre-determined fixed number of shares subject to the certification by the Compensation and Talent Committee of the Company’s Board
of Directors (the “Compensation Committee”) that the Company has achieved one or more of the relevant performance goals, in each
case vesting as to 50% of the earned shares on applicable Compensation Committee certification date and as to the remaining 50% of
the earned shares following the one-year anniversary of the applicable Compensation Committee certification date.
In 2024, the Company recognized expense of $7.6 million for the PSUs. As of December 31, 2024, there was $6.0 million of
unamortized stock-based compensation related to the portion of PSUs vesting that is deemed probable. The Company will assess the
probability of achieving the performance conditions quarterly and the expense recognized will be adjusted accordingly.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
78
Employee Stock Purchase Plan
Under our ESPP, employees may purchase common stock up to a specified maximum amount at a price equal to 85% of the fair
market value at certain plan-defined dates.
We issued 140,703 shares at an average price of $32.76 per share during 2024, 136,065 shares at an average price of $30.43 per
share in 2023, and 98,153 shares at an average price of $32.89 per share in 2022 pursuant to the ESPP. At December 31, 2024, we have
263,119 shares of common stock reserved for issuance under the ESPP.
Stock-Based Compensation Expense
We use the Black-Scholes option pricing model to determine the fair value of stock option grants to employees and directors and
employee stock purchase plan shares. The fair value of share-based payments was estimated on the date of grant based on the following
assumptions:
Year Ended December
31, 2024
Year Ended December
31, 2023
Year Ended December
31, 2022
Options
ESPP
Options
ESPP
Options
ESPP
Risk-free interest rate
3.63% to
4.33%
4.43% to
5.39%
3.57% to
4.6%
5.33% to
5.44%
1.41% to
4.01%
1.63% to
4.65%
Volatility
72%
37% to
112%
67%
49% to 50%
66% to 67%
64% to 65%
Expected term in years
6.1 to 6.3
0.5
6.3
0.5
6.3 to 6.4
0.5
Expected dividend yield
0%
0%
0%
0%
0%
0%
We use U.S. Treasury zero-coupon issues with remaining terms similar to the expected terms of the options for the risk-free
interest rate. We use our own volatility history based on our stock trading history and our own historical exercise to estimate expected
term for option grants. We do not anticipate paying dividends in the foreseeable future and use an expected dividend yield of zero. We
do not estimate forfeitures in our stock-based compensation.
We measure compensation expense for restricted stock units at fair value on the date of grant and recognize the expense over the
expected vesting period. We recognize stock-based compensation expense on a ratable basis over the requisite service period, generally
the vesting period of the award for share-based awards.
Stock-based compensation expense for 2024, 2023, and 2022 was as follows (in thousands):
Years Ended December 31,
2024
2023
2022
Research and development
$
44,014
$
32,134
$
19,100
General and administrative
53,826
39,931
28,753
$
97,840
$
72,065
$
47,853
As of December 31, 2024, we expect to recognize $103.5 million of unrecognized compensation cost related to unvested stock
options over a weighted-average period of 2.3 years, $58.3 million of unrecognized compensation cost related to unvested restricted
stock over a weighted-average period of 1.7 years.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
79
Warrants
In May 2022, Silicon Valley Bank exercised 16,901 warrants issued pursuant to the Term Loan Agreement with a strike price of
$7.10 per share and elected the cashless settlement method. In June 2022, Silicon Valley Bank exercised additional 9,226 warrants and
8,638 warrants with a strike price of $9.76 per share and $10.42 per share, respectively. Accordingly, in 2022, we issued to Silicon
Valley Bank a total of 28,306 shares of our common stock.
As of December 31, 2023, we had 12,957 warrants outstanding to purchase shares of our common stock at an exercise price of
$10.42 per share. The remaining 12,957 warrants outstanding at December 31, 2023 were exercised in January 2024.
Note 9 — Commitments and Contingencies
Operating Leases
In July 2019, we entered into the Oyster Point Lease of office and laboratory space at a facility located in South San Francisco,
California, and we entered into amendments to the Oyster Point Lease in 2020 through 2024. The Oyster Point Lease commenced on
March 31, 2021 and has an expiration date of October 31, 2033.
In January 2022, we entered into a series of lease agreements with the sub-landlord and landlord and leased an office space at a
facility located in Radnor, Pennsylvania (the "Radnor Lease"). The Radnor Lease commenced in September 2022, when the leasehold
improvements were substantially completed, and we gained control over the use of the underlying assets. The Radnor Lease has an
expiration date of July 31, 2027 with one five-year option to extend the lease.
The weighted-average remaining lease term of the operating leases was 8.7 years, 9.7 years, and 10.7 years as of December 31,
2024, 2023, and 2022, respectively. The weighted-average discount rate used to determine the related operating lease liabilities was
8.7% as of December 31, 2024, 2023, and 2022.
Cash paid for operating leases for the years ended December 31, 2024, 2023, and 2022 was $26.1 million, $17.8 million, and
$24.1 million, respectively, and was included in net cash used in operating activities in our consolidated statements of cash flows.
Finance Leases
During the third quarter of 2021, we entered into a master lease agreement for laboratory equipment leases that commenced in
the fourth quarter of 2021. The leases commenced through the second quarter of 2022, with the lease term ending in the fourth quarter
of 2026. The master lease agreement provides a purchase option with a bargain purchase price, which we expect to exercise at the end
of the term. The Company classified the leases as finance leases.
Finance leases are accounted for on the consolidated balance sheets with right-of-use assets and lease liabilities recognized in
property and equipment, other current liabilities, and other non-current liabilities, respectively. The finance lease cost is recognized as
a combination of the amortization expense for the right-of-use assets calculated on a straight-line basis over the five-year estimated
useful life for laboratory equipment and interest expense for the outstanding lease liabilities using the determined discount rates.
As of December 31, 2024, 2023, and 2022, the weighted average remaining lease term for the finance leases is 2.0 years, 3.0
years, and 4.0 years, respectively. The weighted average discount rate used to determine the finance lease liabilities is 9.5% as of
December 31, 2024, 2023, and 2022.
The cash paid for finance lease for the years ended December 31, 2024, 2023, and 2022 was $0.9 million and was included in
financing activities in our consolidated statement of cash flows.
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
80
Future minimum lease payments under non-cancellable leases as of December 31, 2024 is as follows (in thousands):
Years ending December 31:
Operating
Leases
Finance
Leases
2025
$
19,563
$
204
2026
20,179
—
2027
20,514
—
2028
20,738
—
2029
21,403
—
Thereafter
88,578
—
Total future minimum lease payments
190,975
204
Less: Imputed interest
(59,415)
—
Total lease liability
$
131,560
$
204
Rent expense for operating and finance leases was $19.4 million, $22.1 million, and $21.6 million for 2024, 2023, and 2022,
respectively.
Note 10 — Income Taxes
We did not record an income tax provision in 2024, 2023, and 2022 because we had net taxable losses. Our significant
jurisdictions are the United States and California.
The following reconciles the statutory federal income tax rate to our effective tax rate:
Years Ended December 31,
2024
2023
2022
Tax at federal statutory tax rate
21%
21%
21%
State tax, net of federal benefits
0%
1%
1%
Change in state effected rates
(1)%
0%
0%
Tax credits, net
5%
4%
4%
Change in valuation allowance
(24)%
(24)%
(26)%
Stock-based compensation
3%
1%
2%
Other
(4)%
(3)%
(2)%
Total
0%
0%
0%
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
81
Deferred tax assets, net, reflecting the net tax effect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes, were as follows (in thousands):
As of December 31,
2024
2023
Deferred tax assets:
Net operating loss carryforwards
$
282,974
$
231,915
Tax credits
146,883
119,815
Liability related to sale of future royalties
102,134
85,501
Reserves and accruals
43,108
35,466
Capitalized R&D
133,933
95,437
Long-term lease liability
25,919
28,634
Total noncurrent deferred tax assets
734,951
596,768
Deferred tax liabilities:
Depreciation and amortization
(5,834)
(6,842)
Operating lease right-of-use assets
(15,778)
(17,392)
Unrealized Loss
(432)
(6)
Total noncurrent deferred tax liabilities
(22,044)
(24,240)
Less: Valuation allowance
(712,907)
(572,528)
Net deferred tax assets
$
—
$
—
Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Based
upon the weight of available evidence, which includes our historical operating performance, reported cumulative net losses since
inception, expected future losses, and difficulty in accurately forecasting our future results and an assessment of both positive and
negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable, we maintained a full
valuation allowance on the net deferred tax assets as of December 31, 2024 and 2023. The valuation allowance increased by $140.4
million in 2024 and increased by $128.6 million in 2023.
At December 31, 2024 federal NOL carryforwards were $1,195.2 million, apportioned state NOL carryforwards before federal
benefits were $428.2 million, and foreign NOL carryforwards were $5.4 million. If not utilized, federal and state net operating loss
carryforwards incurred prior to 2018 will expire in various amounts beginning 2025 and 2028, respectively, and the foreign net operating
loss carryforwards will begin to expire in 2030.
At December 31, 2024, tax credits of $156.9 million and $25.6 million for federal and California income tax purposes,
respectively consisted of Research and Development Credits and Orphan Drug Credits. If not utilized, the federal carryforwards will
expire in various amounts beginning in 2025. California based credit carryforwards do not expire.
In general, under Section 382, a corporation that undergoes an ‘ownership change’ is subject to limitations on its ability to utilize
its pre-change net operating losses and tax credits to offset future taxable income. We do not believe it has experienced an ownership
change since 2006, however, a portion of its NOLs and tax credits prior to 2007 will be subject to limitations under Section 382.
Activity related to our gross unrecognized tax benefits were (in thousands):
Years Ended December 31,
2024
2023
2022
Balance at the beginning of the year
$
25,232
$
18,355
$
11,295
Increase related to prior year tax positions
—
—
4,438
Decrease related to prior year tax positions
(97)
(97)
(1,804)
Increase related to current year tax positions
5,870
6,974
4,426
Balance at the end of the year
$
31,005
$
25,232
$
18,355
Table of Contents
CYTOKINETICS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
82
We are subject to federal and various state & local and foreign income tax examinations for all fiscal years with unutilized NOLs
and tax credit carryforwards. Included in the balance of unrecognized tax benefits as of December 31, 2024, 2023, and 2022 are $30.2
million, $24.5 million, and $17.7 million of tax benefits, respectively, that, if recognized, would result in adjustments to other tax
accounts, primarily deferred taxes.
The Inflation Reduction Act of 2022, or IRA, was signed into law on August 16, 2022. The bill was meant to address the high
inflation rate in the United States through various climate, energy, healthcare, and other incentives. These incentives are meant to be
paid for by the tax provisions included in the IRA, such as a new 15 percent corporate minimum tax, a 1 percent new excise tax on stock
buybacks, additional IRS funding to improve taxpayer compliance, and others. The IRA provisions are effective for tax years beginning
after December 31, 2022. At this time, none of the IRA tax provisions are expected to have a material impact to our consolidated tax
provision for the year ending December 31, 2024. The Company will continue to closely monitor any effects from future legislation.
In October 2021, the Organization for Economic Co-operation and Development (“OECD”)/G20 finalized the significant
components of a two-pillar global tax reform plan, which has now been agreed to by the majority of OECD members. Pillar Two requires
multinational enterprises with annual global revenue exceeding €750 million to pay a global minimum tax of 15%. The Company does
not currently expect to meet the €750 million revenue threshold. The Company will continue to evaluate the potential impact on future
periods of the Pillar Two framework and the implementation of the Pillar Two rules in the jurisdictions in which it operates.
Note 11 — Subsequent Events
On February 27, 2025, we entered into an Open Market Sale AgreementSM with Jefferies LLC under which we may offer and
sell, from time to time, at our sole discretion, shares of common stock in “at the market offerings” pursuant to Rule 415(a)(4) under the
Securities Act of 1933 through Jefferies LLC, as sales agent.
We exercised our rights to terminate the Amended ATM Facility with Cantor in February 2024.
Table of Contents
83
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports
under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management,
including our Chief Executive Officer, and interim principal financial officer and Chief Accounting Officer, as appropriate, to allow for
timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that
any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives, and in reaching a reasonable level of assurance, we are required to apply our judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our
principal executive officer and interim principal financial officer, has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
December 31, 2024. Based on such evaluation, our principal executive officer and interim principal financial officer has concluded that,
as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2024 based on the framework in Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Based on the
above evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Our independent registered public accounting firm, Ernst & Young LLP, has audited the financial statements included in this
Annual Report and has issued an attestation report on the effectiveness of our internal control over financial reporting. The report of
Ernst & Young LLP is included below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by
Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended December 31, 2024 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Table of Contents
84
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Cytokinetics, Incorporated
Opinion on Internal Control Over Financial Reporting
We have audited Cytokinetics, Incorporated’s internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Cytokinetics, Incorporated (the “Company”) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the 2024 consolidated financial statements of the Company and our report dated February 27, 2025 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Jose, California
February 27, 2025
Table of Contents
85
ITEM 9B. OTHER INFORMATION
(a) During the fourth quarter ended December 31, 2024, the following of our directors and officers (as defined in Rule 16a-1(f)
under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as
those terms are defined in Item 408 of Regulation S-K:
•
John T. Henderson, Chairman of our Board of Directors - Dr. Henderson adopted a Rule 10b5-1 trading arrangement on
September 11, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c). Dr. Henderson's
trading arrangement provides for the sale of up to 31,872 shares of our common stock and will terminate on the earlier of (x)
May 20, 2025 and (y) the sale of all securities that are subject to the arrangement.
•
Muna Bhanji, Director - Ms. Bhanji adopted a Rule 10b5-1 trading arrangement on November 18, 2024 that was intended to
satisfy the affirmative defense provided for under Rule 10b5-1(c). Ms. Bhanji's trading arrangement provides for the sale of
up to 1,454 shares of our common stock and will terminate on the earlier of (x) June 30, 2025 and (y) the sale of all securities
that are subject to the arrangement.
•
Robert Harrington, Director - Dr. Harrington adopted a Rule 10b5-1 trading arrangement on November 8, 2024 that was
intended to satisfy the affirmative defense provided for under Rule 10b5-1(c). Dr. Harrington's trading arrangement provides
for the sale of up to 1,350 shares of our common stock and will terminate on the earlier of (x) November 1, 2025 and (y) the
sale of all securities that are subject to the arrangement.
•
Robert I. Blum, President & Chief Executive Officer - Mr. Blum terminated a Rule 10b5-1 trading arrangement on November
14, 2025 that he had previously adopted on March 5, 2024. Subsequently, Mr. Blum adopted a Rule 10b5-1 trading
arrangement on December 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).
Mr. Blum's trading arrangement provides for the sale of up to 135,000 shares of our common stock and will terminate on the
earlier of (x) November 14, 2025 and (y) the sale of all securities that are subject to the arrangement.
•
Andrew Callos, Executive Vice President, Chief Commercial Officer - Mr. Callos adopted a Rule 10b5-1 trading arrangement
on December 12, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c). Mr. Callos's
trading arrangement provides for the sale of up to 61,725 shares of our common stock and will terminate on the earlier of (x)
March 5, 2026 and (y) the sale of all securities that are subject to the arrangement.
•
Fady Malik, Executive Vice President, Research & Development - Dr. Malik adopted a Rule 10b5-1 trading arrangement on
September 16, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c). Dr. Malik's trading
arrangement provides for the sale of up to 49,000 shares of our common stock and will terminate on the earlier of (x)
December 19, 2025 and (y) the sale of all securities that are subject to the arrangement.
(b) We have adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of our
securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading
laws, rules and regulations, and the Nasdaq Listing Rules. A copy of our insider trading policy has been filed as Exhibit 19.1 to this
Annual Report on Form 10-K. We do not have a formal policy governing the purchase, sale, and/or other disposition of our securities
by Cytokinetics itself. We have not adopted such a policy because we have not engaged, and do not plan to engage in the foreseeable
future, any share buy-back activities. From time to time, we sell securities by way of public offerings of securities, and at-the-market
sales of securities, which occur only after the public disclosure of material non-public information.
Table of Contents
86
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
Table of Contents
87
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding our directors and executive officers, our director nominating process and our audit committee is
incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, where it appears under
the headings “Board of Directors,” “Executive Officers,” and, if applicable, “Delinquent Section 16(a) Reports.”
Code of Ethics
We have adopted a Code of Ethics that applies to all our directors, officers and employees. We publicize the Code of Ethics
through posting the policy on our investor relations website, ir.cytokinetics.com. We will disclose on our investor relations website any
waivers of, or amendments to, our Code of Ethics that applies to the Company's principal executive officer, principal financial officer,
principal accounting officer or any person performing similar functions within four business days following the date of such amendment
or waiver rather than filing a Current Report on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, where it appears under the heading “Executive Compensation” and “Director Compensation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, where it appears under the headings “Security Ownership of Certain Beneficial Owners and Management”
and “Executive Compensation – Equity Compensation Plans at December 31, 2024.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, where it appears under the headings “Certain Business Relationships and Related Party Transactions” and
“Board of Directors – Independence of Directors.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, where it appears under the headings “Proposal Four – Ratification of Selection of Ernst & Young LLP as our
Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025.
Table of Contents
88
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a)
The following documents are filed as part of this Form 10-K:
(1) Financial Statements:
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II.
Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules:
Financial statement schedules have been omitted in this report because they are not applicable, not required under the
instructions, or the information requested is set forth in the consolidated financial statements or related notes thereto.
b)
Exhibits:
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Exh.
Filed
No.
Exhibits
Form
File No.
Filing Date
No.
Herewith
3.1
Amended and Restated Certificate of
Incorporation.
S-3
333-174869
June 13, 2011
3.1
3.2
Certificate of Amendment of Amended
and Restated Certificate of Incorporation.
10-Q
000-50633
August 4, 2011
3.2
3.3
Certificate of Amendment of Amended
and Restated Certificate of Incorporation.
8-K
000-50633
June 25, 2013
5.1
3.4
Certificate of Amendment of Amended
and Restated Certificate of Incorporation
8-K
000-50633
May 20, 2016
3.1
3.5
Certificate of Amendment of Amended
and Restated Certificate of Incorporation
10-Q
000-50633
August 3, 2023
3.5
3.6
Amended and Restated Bylaws.
8-K
000-50633
November 17, 2023
3.1
4.1
Specimen Common Stock Certificate.
10-Q
000-50633
May 9, 2007
4.1
4.2
Base Indenture, dated November 13, 2019,
between the Company and U.S. Bank
National Association, as Trustee
8-K
000-50633
November 13, 2019
4.1
4.3
First Supplemental Indenture, dated
November 13, 2019, between the
Company and U.S. Bank National
Association, as Trustee (including the form
of 4.00% Convertible Senior Note due
2026)
8-K
000-50633
November 13, 2019
4.2
4.4
Indenture, dated July 6, 2022, between the
Company and U.S. Bank Trust Company,
National Association, as Trustee (including
the form of 3.50% Convertible Senior
Notes due 2027)
8-K
000-50633
July 6, 2022
4.1
4.5
Description of Securities
10-K
000-50633
March 1, 2023
4.6
4.6
Certificate of Designation
8-K
000-50633
April 18, 2011
4.5
4.7
Certificate of Designation
8-K
000-50633
June 30, 2012
4.1
4.8
Certificate of Change of Registered Agent
10-K
000-50633
March 1, 2023
4.9
Table of Contents
89
10.1
Lease, dated July 24, 2019, by and between
the Company and KR Oyster Point 1, LLC
10-Q
000-50633
November 1, 2019
10.52
10.2
First Amendment to Lease, dated May 12,
2020, by and between the Company and KR
Oyster Point 1, LLC
10-K
000-50633
February 26, 2021
10.59
10.3
Second Amendment to Lease, dated
January 26, 2021, by and between the
Company and KR Oyster Point 1, LLC
10-K
000-50633
February 26, 2021
10.60
10.4
Third
Amendment
to
Lease,
dated
November 12, 2021, by and between the
Company and KR Oyster Point 1, LLC
10-K
000-50633
February 25, 2022
10.4
10.5
Fourth Amendment to Lease, dated October
12, 2022, by and between the Company and
KR Oyster Point 1, LLC
10-K
000-50633
March 1, 2023
10.5
10.6
Fifth Amendment to Lease, dated
November 27, 2023, by and between the
Company and KR Oyster Point 1, LLC
10-K
000-50633
February 28, 2024
10.6
10.7
Sixth Amendment to Lease, dated July 30,
2024, by and between the Company and
KR Oyster Point 1, LLC
10-Q
000-50633
November 7, 2024
10.2
10.8
Form of Indemnification Agreement
between the Company and each of its
directors and executive officers
10-Q
000-50633
August 5, 2008
10.1
10.9+
Amended and Restated Executive
Employment Agreement, dated May 21,
2007, by and between the Company and
Robert Blum
10-Q
000-50633
August 5, 2008
10.69
10.10+
Form of Amendment No. 1 to Amended
and Restated Executive Employment
Agreements
10-K
000-50633
March 12, 2009
10.68
10.11+
Amended and Restated 2004 Equity
Incentive Plan
10-K
000-50633
March 1, 2023
10.9
10.12+
Amended and Restated 2015 Employee
Stock Purchase Plan
S-8
000-50633
June 3, 2024
99.1
10.13+
Form of Option Agreement (Employee
Annual Grant)
10-K
000-50633
March 1, 2023
10.11
10.14+
Form of Option Agreement (New Hire
Inducement)
10-K
000-50633
March 1, 2023
10.12
10.15+
Form of Option Agreement (Director
Annual Grant)
10-K
000-50633
March 1, 2023
10.13
10.16+
Form of Option Agreement (Director
Onboarding)
10-K
000-50633
March 1, 2023
10.14
10.17+
Form of Restricted Stock Unit Award
Agreement (Employee Annual Grant)
10-K
000-50633
March 1, 2023
10.15
10.18+
Form of Restricted Stock Unit Award
Agreement (Director Annual Grant)
10-K
000-50633
March 1, 2023
10.17
Table of Contents
90
10.19+
Form of Executive Employment
Agreement between the Company and its
executive officers
10-K
000-50633
March 7, 2014
10.39
10.20#
License and Collaboration Agreement,
dated July 14, 2020, by and between the
Company and Genzyme Corporation (as
assignee of Corxel Pharmaceuticals
Limited (f/k/a Ji Xing Pharmaceuticals
Limited))
10-Q/A
000-50633
March 11, 2021
10.1
10.21#
Amendment to License and Collaboration
Agreement, dated December 17, 2024, by
and between the Company and Genzyme
Corporation (as assignee of Corxel
Pharmaceuticals Limited (f/k/a Ji Xing
Pharmaceuticals Limited))
X
10.22#
License and Collaboration Agreement,
dated November 18, 2024, by and between
the Company and Bayer Consumer Care
AG
X
10.23#
Development Funding Loan Agreement,
dated January 7, 2022, by and among
Royalty Pharma Development Funding,
LLC and the Company
10-K
000-50633
February 25, 2022
10.18
10.24
First Amendment to Development Funding
Loan Agreement, dated June 30, 2022, by
and among Royalty Pharma Development
Funding, LLC and the Company
10-K
000-50633
March 1, 2023
10.22
10.25
Second Amendment to Development
Funding Loan Agreement, dated December
8, 2022, by and among Royalty Pharma
Development Funding, LLC and the
Company
10-K
000-50633
March 1, 2023
10.23
10.26#
Third Amendment to Development
Funding Loan Agreement, dated May 22,
2024, by and among Royalty Pharma
Development Funding, LLC and the
Company
10-Q
000-50633
August 9, 2024
10.3
10.27#
Royalty Purchase Agreement, dated
February 1, 2017, by and between the
Company and RPI Finance Trust
10-K
000-50633
March 6, 2017
10.44
10.28#
Amendment No. 1 to Royalty Purchase
Agreement, dated January 7, 2022, by and
between the Company and RPI Finance
Trust
10-K
000-50633
February 25, 2022
10.20
10.29#
Revenue Participation Right Purchase
Agreement, dated January 7, 2022, by and
between the Company and Royalty Pharma
Investments 2019 ICAV
10-K
000-50633
February 25, 2022
10.21
10.30#
Amendment No. 1, dated May 22, 2024, to
Revenue Participation Right Purchase
10-Q
000-50633
August 9, 2024
10.4
Table of Contents
91
Agreement, dated January 7, 2022, by and
between the Company and Royalty Pharma
Investments 2019 ICAV
10.31#
2024 Development Funding Loan
Agreement, dated May 22, 2024, by and
between the Company and Royalty Pharma
Development Funding, LLC
10-Q
000-50633
August 9, 2024
10.5
10.32#
CK-586 Revenue Participation Right
Purchase Agreement, dated May 22, 2024,
by and between the Company and Royalty
Pharma Investments 2019 ICAV
10-Q
000-50633
August 9, 2024
10.6
10.33+
Description of Director Compensation
X
10.34+
Cytokinetics, Incorporated Executive
Severance Plan and Summary Plan
Description
8-K
000-50633
October 3, 2023
10.1
19.1
Insider Trading Policies and Procedures
X
23.1
Consent of independent registered public
accounting firm
X
24.1
Power of Attorney (included in the
signature page to this report)
X
31.1
Certification of Principal Executive Officer
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
X
31.2
Certification of Principal Accounting
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
X
32.1
Certifications of the Principal Executive
Officer, the Principal Financial Officer,
and the Principal Accounting Officer
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (18 U.S.C. Section
1350) (1)
X
97.1
Incentive Compensation Recoupment
Policy
X
101.INS
Inline XBRL Instance Document (the
Instance Document does not appear in the
Interactive Data File because its XBRL
tags are embedded within the Inline XBRL
document)
X
101.SCH
Inline XBRL Taxonomy Extension
Schema With Embedded Linkbase
Document
X
104
Cover Page Interactive Data File
(formatted as Inline XBRL in Exhibit 101)
X
# Portions of this Exhibit have been omitted as being immaterial and would be competitively harmful if publicly disclosed or is of the
type of information Cytokinetics treats as confidential.
+ Management contract or compensatory plan.
Table of Contents
92
(1)
This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange
Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K),
irrespective of any general incorporation language contained in such filing.
(b) Exhibits
The exhibits listed under Item 15(a)(3) hereof are filed as part of this Form 10-K, other than Exhibit 32.1 which shall be
deemed furnished.
(c) Financial Statement Schedules
None — All financial statement schedules are omitted because the information is inapplicable or presented in the notes to
the financial statements.
ITEM 16. FORM 10-K SUMMARY
None.
Table of Contents
93
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CYTOKINETICS, INCORPORATED
By:
/ S / ROBERT I. BLUM
Robert I. Blum
President and Chief Executive Officer
Dated: February 27, 2025
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Robert I. Blum and Sung H. Lee, and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for
him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ ROBERT I. BLUM
Robert I. Blum
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2025
/s/ SUNG H. LEE
Sung H. Lee
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
February 27, 2025
/s/ JOHN T. HENDERSON
John T. Henderson, M.B. Ch.B.
Chairman of the Board of Directors
February 27, 2025
/s/ MUNA BHANJI
Muna Bhanji
Director
February 27, 2025
/s/ ROBERT A. HARRINGTON
Robert A. Harrington, M.D.
Director
February 27, 2025
/s/ EDWARD M. KAYE
Edward M. Kaye, M.D.
Director
February 27, 2025
/s/ ROBERT E. LANDRY
Robert E. Landry
Director
February 27, 2025
/s/ B. LYNNE PARSHALL
B. Lynne Parshall
Director
February 27, 2025
/s/ WENDELL WIERENGA
Wendell Wierenga, Ph.D.
Director
February 27, 2025
/s/ NANCY J. WYSENSKI
Nancy J. Wysenski
Director
February 27, 2025
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
CORPORATE STEERING COMMITTEE
5REHUWΖ%OXP
3UHVLGHQWDQG&KLHI([HFXWLYH2ɝFHU
$QGUHZ&DOORV
([HFXWLYH9LFH3UHVLGHQW&KLHI&RPPHUFLDO2ɝFHU
ΖVDDF&LHFKDQRYHU0'
([HFXWLYH9LFH3UHVLGHQW&RUSRUDWH'HYHORSPHQW
DQG&KLHI%XVLQHVV2ɝFHU
6WHYHQ0&RRN
6HQLRU9LFH3UHVLGHQW*OREDO6XSSO\&KDLQDQG
7HFKQLFDO2SHUDWLRQV