SEC Form S-8 filed by Cytokinetics Incorporated
As filed with the Securities and Exchange Commission on June 3, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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 Number) |
350 Oyster Point Boulevard
South San Francisco, CA 94080
(Address of principal executive offices)
AMENDED AND RESTATED 2015 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Robert I. Blum
President and Chief Executive Officer
Cytokinetics, Incorporated
350 Oyster Point Boulevard
South San Francisco, CA 94080
(650) 624-3000
(Name, address, and telephone number, including area code, of agent for service)
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 300,000 shares of the Common Stock to be issued pursuant to the Amended and Restated 2015 Employee Stock Purchase Plan (the “ESPP”). The shares of the Common Stock previously reserved for issuance under the ESPP were registered on the Registrant’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2015 (File No. 333-206101), and May 29, 2020 (File No. 333-238786) (collectively, the “Prior Registration Statements”).
This Registration Statement on Form S-8 relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the ESPP are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
ITEM 8. EXHIBITS
| * | Filed herewith |
| (1) | Incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-3, registration number 333-174869, filed with the Securities and Exchange Commission on June 13, 2011. |
| (2) | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 17, 2023. |
| (3) | Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 4, 2011. |
| (4) | Incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 25, 2013. |
| (5) | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 20, 2016. |
| (6) | Incorporated by reference to Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 3, 2023. |
| (7) | Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2007. |
| (8) | Incorporated by reference to Appendix A of the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 26, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on this 3rd day of June, 2024.
| CYTOKINETICS, INCORPORATED | ||
| By: | /s/ Robert I. Blum | |
| Robert I. Blum | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert I. Blum, Sung Lee, John Faurescu and Robert Wong jointly and severally, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all 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 his or her substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons 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) |
June 3, 2024 | ||
| /s/ Sung Lee |
||||
| Sung Lee | Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
June 3, 2024 | ||
| /s/ Robert Wong |
||||
| Robert Wong | Vice President, Chief Accounting Officer (Principal Accounting Officer) |
June 3, 2024 | ||
| /s/ John T. Henderson |
Chairman of the Board of Directors | June 3, 2024 | ||
| John T. Henderson, M.B., Ch. B. | ||||
| /s/ Muna Bhanji |
Director | June 3, 2024 | ||
| Muna Bhanji | ||||
| /s/ Santo J. Costa |
Director | June 3, 2024 | ||
| Santo J. Costa | ||||
| /s/ Robert A. Harrington |
Director | June 3, 2024 | ||
| Robert A. Harrington, M.D. | ||||
| /s/ Edward M. Kaye |
Director | June 3, 2024 | ||
| Edward M. Kaye, M.D. | ||||
| /s/ B. Lynne Parshall |
Director | June 3, 2024 | ||
| B. Lynne Parshall, Esq. | ||||
| s/ Wendell Wierenga |
Director | June 3, 2024 | ||
| Wendell Wierenga, Ph. D. | ||||
| /s/ Nancy J. Wysenski |
Director | June 3, 2024 | ||
| Nancy J. Wysenski | ||||