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As filed with the Securities and Exchange Commission on March 1, 2023

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 2004 EQUITY INCENTIVE 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 1,000,000 shares of the Common Stock to be issued pursuant to the EIP in order to increase the pool from which the Registrant may grant inducement awards to certain individuals as an inducement material to entering into employment with the Registrant, within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The shares of the Common Stock previously reserved for issuance under the EIP were registered on the Registrant’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2004 (File No. 333-115146), June 20, 2005 (File No. 333-125973), April 14, 2006 (File No. 333-133323), February 28, 2007 (File No. 333-140963), March 14, 2008 (File No. 333-149713), August 7, 2008 (File No. 333-152850), August 6, 2009 (File No. 333-161116), August 4, 2010 (File No. 333-168520), August 5, 2011 (File No. 333-176089), August 6, 2012 (File No. 333-183091), August 7, 2013 (File No. 333-190458), August 5, 2015 (File No. 333-206101), November 3, 2017 (File No. 333-221348), March 4, 2020 (File No. 333-236889), May 29, 2020 (File No. 333-238786), May 13, 2021 (File No. 333-256054), November 5, 2021 (File No. 333-260840), and May 31, 2022 (File No. 333-265316) (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 EIP are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

ITEM 8. EXHIBITS

 

Exhibit

Number

  

Description

4.1(1)   Amended and Restated Certificate of Incorporation.
4.2(2)   Amended and Restated Bylaws.
4.3(3)   Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.4(4)   Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.5(5)   Specimen Common Stock Certificate.
5.1*   Opinion of Cooley LLP.
23.1*   Consent of Independent Registered Public Accounting Firm.
23.2*   Consent of Cooley LLP (included in Exhibit 5.1).
24.1*   Power of Attorney (included on the signature page of this Form S-8).
99.1(6)   Amended and Restated 2004 Equity Incentive Plan.
107*   Filing Fee Table.
*   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 February 17, 2023.

(3)

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.

(4)

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.

(5)

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.

(6)

Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2023.

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 1st day of March, 2023.

 

CYTOKINETICS, INCORPORATED
By:  

/s/ Robert I. Blum

  Robert I. Blum
 

President and Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert I. Blum, Ching Jaw, 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)

    March 1, 2023

/s/ Ching Jaw

      
Ching Jaw   

Senior Vice President, Chief Financial Officer

(Principal Financial Officer)

    March 1, 2023

/s/ Robert Wong

      
Robert Wong   

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

    March 1, 2023

/s/ John T. Henderson

    Chairman of the Board of Directors    March 1, 2023
John T. Henderson, M.B., Ch. B.      

/s/ Muna Bhanji

    Director    March 1, 2023
Muna Bhanji      

/s/ Santo J. Costa

    Director    March 1, 2023
Santo J. Costa      

/s/ Robert A. Harrington

    Director    March 1, 2023
Robert A. Harrington, M.D.      

/s/ Edward M. Kaye

    Director    March 1, 2023
Edward M. Kaye, M.D.      

/s/ B. Lynne Parshall

    Director    March 1, 2023
B. Lynne Parshall, Esq.      

/s/ Sandford D. Smith

    Director    March 1, 2023
Sandford D. Smith      

/s/ Wendell Wierenga

    Director    March 1, 2023
Wendell Wierenga, Ph. D.      

/s/ Nancy J. Wysenski

    Director    March 1, 2023
Nancy J. Wysenski