CYTOKINETICS INC 10-Q/A

cytk-10qa_20200930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For 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.) 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 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 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 every 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Number of shares of common stock, $0.001 par value, outstanding as of November 2, 2020: 70,779,023 Table of Contents EXPLANATORY NOTE On November 6, 2020, Cytokinetics, Incorporated (the “Company”) filed the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 (the “Form 10-Q”) with the Securities and Exchange Commission (the “Commission”). This Amendment No. 1 to Form 10-Q (this “Amendment”) is an exhibit-only filing in response to comments received from the Commission in connection with the Company’s omission of portions of Exhibit 10.1 pursuant to Item 601(b)(10)(iv) of Regulation S-K, as originally filed with the Form 10-Q. This Amendment is being filed solely to re-file Exhibit 10.1 based on comments from the Commission. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has set forth the complete text of Item 6, as amended. This Amendment speaks as of the filing date of the Form 10-Q, does not update information in the Form 10-Q to reflect events that have occurred subsequent to the filing date of the Form 10-Q, and does not modify or update in any way disclosures made in the Form 10-Q. Except as described above, no other amendments are being made to the Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the Company’s subsequent filings made with the Securities and Exchange Commission since November 6, 2020. The filing of this Amendment shall not be deemed an admission that the Form 10-Q, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading. 2 Table of Contents ITEM 6. EXHIBITS A list of exhibits filed with this Quarterly Report on Form 10-Q or incorporated herein by reference is found in the Index to Exhibits immediately following the signature page of this report and is incorporated into this Item 6 by reference. Incorporated by Reference Exhibit No. Exhibits Form File No. Filing Date Exh. No. Filed 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 8-K 000-50633 May 20, 2016 3.1 3.3 Amended and Restated Bylaws S-1 333-112261 January 27, 2004 3.2 4.1 Specimen Common Stock Certificate 10-Q 000-50633 May 9, 2007 4.1 10.1# License and Collaboration Agreement, dated July 14, 2020, by and between the Company and Ji Xing Pharmaceuticals Limited X 10.2*+ Funding Agreement, dated July 14, 2020, by and between the Company and Dolya Holdco 19 Designated Activity Company 10-Q 000-50633 November 6, 2020 10.2 10.3*+ Royalty Purchase Agreement, dated July 14, 2020, by and between the Company and Dolya Holdco 19 Designated Activity Company 10-Q 000-50633 November 6, 2020 10.3 10.4* Form of Common Stock Purchase Agreement, dated July 14, 2020 10-Q 000-50633 November 6, 2020 10.4 10.5+ Third Amendment to Loan and Security Agreement, dated July 16, 2020, by and among the Company, Oxford Finance LLC and Silicon Valley Bank 10-Q 000-50633 November 6, 2020 10.5 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended X 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended X 31.3 Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended X 32.1 Certifications of the Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) 10-Q 000-50633 November 6, 2020 32.1 101.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) 10-Q 000-50633 November 6, 2020 101.INS 101.SCH Inline XBRL Taxonomy Extension Schema Document 10-Q 000-50633 November 6, 2020 101.SCH 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 10-Q 000-50633 November 6, 2020 101.CAL 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 10-Q 000-50633 November 6, 2020 101.DEF 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 10-Q 000-50633 November 6, 2020 101.LAB 3 Table of Contents Incorporated by Reference Exhibit No. Exhibits Form File No. Filing Date Exh. No. Filed Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 10-Q 000-50633 November 6, 2020 101.PRE 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 10-Q 000-50633 November 6, 2020 104 (1) This certification accompanies the original Form 10-Q 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-Q), irrespective of any general incorporation language contained in such filing. * Portions of the publicly filed document have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. + Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. # The Registrant has requested confidential treatment for portions of this exhibit. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 4 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 11, 2021 CYTOKINETICS, INCORPORATED (Registrant) /s/ Robert I. Blum Robert I. Blum President and Chief Executive Officer (Principal Executive Officer) /s/ Ching W. Jaw Ching W. Jaw Senior Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Robert C. Wong Robert C. Wong Vice President, Chief Accounting Officer (Principal Accounting Officer) 5