Attached files
| file | filename |
|---|---|
| EX-10.68 - EX-10.68 - CYTOKINETICS INC | f59435exv10w68.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 10, 2011
Cytokinetics, Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-50633 | 94-3291317 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 280 East Grand Avenue, South San Francisco, California |
94080 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (650) 624 - 3000
Not Applicable
Former name or former address, if changed since Last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2011, Cytokinetics, Incorporated entered into an At-The-Market Issuance Sales Agreement
(the “Sales Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), pursuant to which we may issue and
sell shares of our common stock having an aggregate offering price of up to $20.0 million from time
to time through MLV as our sales agent. The issuance and sale of these shares by us under the Sales
Agreement, if any, will be subject to the effectiveness of our
registration statement on Form S-3
to be filed with the Securities and Exchange Commission. We make no assurance as to if or whether
such registration will become effective or as to the continued effectiveness of such registration
statement.
Sales of our common stock through MLV, if any, will be made on The NASDAQ Global Market by means of
ordinary brokers’ transactions at market prices or as otherwise agreed by us and MLV. Subject to
the terms and conditions of the Sales Agreement, MLV will use commercially reasonable efforts to
sell our common stock from time to time, based upon our instructions (including any price, time or
size limits or other customary parameters or conditions we may impose). We are not obligated to
make any sales of common stock under the Sales Agreement. The offering of shares of our common stock
pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all common stock
subject to the Sales Agreement or (2) termination of the Sales Agreement. The Agreement may be
terminated by MLV or us at any time upon 10 days notice to the other party, or by MLV at any time
in certain circumstances, including the occurrence of a material adverse change in our business. We
will pay MLV an aggregate commission rate equal to 3.0% of the gross proceeds of the sales price
per share of any common stock sold through MLV under the Sales Agreement. We have also provided MLV
with customary indemnification and contribution rights.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety
by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.68
to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an
offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale
of the securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
Exhibit 10.68
|
At-The-Market Issuance Sales Agreement, dated June 10, 2011, by and between Cytokinetics, Incorporated and McNicoll, Lewis & Vlak LLC. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cytokinetics, Incorporated |
||||
| June 13, 2011 | By: | /s/ Sharon A. Barbari | ||
| Name: | Sharon A. Barbari | |||
| Title: Executive Vice President, Finance and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
10.68
|
At-The-Market Issuance Sales Agreement, dated June 10, 2011, by and between Cytokinetics, Incorporated and McNicoll, Lewis & Vlak LLC. |