Cytokinetics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Cytokinetics (CYTK) has announced new equity compensation grants as inducement awards to 13 new employees who joined in February and March 2025. The grants include:

- 58,631 stock options at $44.36 per share (closing price on March 14, 2025)
- 38,068 restricted stock units (RSUs)
- 3,381 performance stock units (PSUs)

The RSUs will vest over 3 years (40% in year 1, 40% in year 2, 20% in year 3). Stock options will vest over 4 years (25% after year 1, remaining monthly over 36 months) with a 10-year term. PSUs are tied to two performance goals, with 50% of shares earned upon certification of each goal, followed by a two-stage vesting schedule.

Positive

• Company demonstrates ability to attract new talent with competitive equity compensation packages
• Stock price at $44.36 indicates relatively strong market position

Negative

• Potential dilution of existing shareholders from new equity grants
• Additional compensation expenses will impact company's financial statements

SOUTH SAN FRANCISCO, Calif., March 18, 2025 (GLOBE NEWSWIRE) -- Cytokinetics, Incorporated (Nasdaq: CYTK) today announced that on March 14, 2025 it granted stock options to purchase an aggregate of 58,631 shares of common stock, 38,068 restricted stock units (RSUs) that will be settled in shares of common stock upon vesting and 3,381 performance stock units (PSUs) that, if earned, will be settled in shares of common stock upon vesting to 13 employees, whose employment commenced in February and March, 2025, as a material inducement to their employment.

The RSUs will vest over 3 years, with 40% of the RSUs vesting on the first anniversary of the applicable grant date, an additional 40% of the RSUs vesting on the second anniversary of the grant date and the final 20% vesting on the third anniversary of the grant date, in each case, subject to each respective employee’s continued service with the Company. The stock options that were granted are subject to an exercise price of $44.36 per share, which is equal to the closing price of the Company’s common stock on March 14, 2025, and will vest over 4 years, with 1/4^th of the shares underlying the employee’s option vesting on the one-year anniversary of the grant date and the remaining shares thereafter vesting in monthly installments at a rate of 1/48th of the shares underlying such stock options over the subsequent 36 months, subject to each respective employee’s continued service with the Company. The stock options have a 10-year term. The PSU award is subject to two performance goals and will be earned as to up to 50% of the number of shares subject to the PSU award upon the certification by Compensation and Talent Committee of the Company’s Board of Directors (Committee) that the Company has achieved the first performance goal and as to up to 50% of the number of shares subject to the PSU award upon the certification by the Committee that the Company has achieved the second performance goal. The earned shares will vest as to 50% of the earned shares on applicable Committee certification date and as to 50% of the earned shares following the one-year anniversary of the applicable Committee certification date, subject to the respective employee’s continued service with the Company. These awards are subject to the terms and conditions of the Company's Amended and Restated 2004 Equity Incentive Plan and the applicable award agreements pursuant to which the awards were granted.

The stock options, RSUs and PSUs were granted as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4).

About Cytokinetics

Cytokinetics is a leading muscle biology specialty biopharmaceutical company focused on discovering, developing and commercializing muscle biology-directed drug candidates as potential treatments for debilitating diseases in which muscle performance is compromised. As a pioneer in muscle and the mechanics of muscle performance, Cytokinetics is intent on meaningfully improving the lives of patients through global access to innovative medicines. Cytokinetics is readying for potential regulatory approvals and commercialization of aficamten, a potential next-in-class cardiac myosin inhibitor, following positive results from SEQUOIA-HCM, the pivotal Phase 3 clinical trial in patients with obstructive hypertrophic cardiomyopathy (HCM). Aficamten is also being evaluated in additional clinical trials enrolling patients with obstructive and non-obstructive HCM. Cytokinetics is also developing omecamtiv mecarbil, a cardiac myosin activator, in patients with heart failure with severely reduced ejection fraction (HFrEF), CK-586, a cardiac myosin inhibitor with a mechanism of action distinct from aficamten, for the potential treatment of heart failure with preserved ejection fraction (HFpEF) and CK-089, a fast skeletal muscle troponin activator with potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired skeletal muscle function.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). Cytokinetics disclaims any intent or obligation to update these forward-looking statements and claims the protection of the Act's Safe Harbor for forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Cytokinetics' and its partners' research and development activities of Cytokinetics’ product candidates. Such statements are based on management's current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to the risks related to Cytokinetics' business outlined in Cytokinetics' filings with the Securities and Exchange Commission particularly under the caption “Risk Factors” in Cytokinetics’ latest Annual Report on Form 10-K. Forward-looking statements are not guarantees of future performance, and Cytokinetics' actual results of operations, financial condition and liquidity, and the development of the industry in which it operates, may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that Cytokinetics makes in this press release speak only as of the date of this press release. Cytokinetics assumes no obligation to update its forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

CYTOKINETICS® and the CYTOKINETICS and C-shaped logo are registered trademarks of Cytokinetics in the U.S. and certain other countries.

Contact:
Cytokinetics
Diane Weiser
Senior Vice President, Corporate Affairs
(415) 290-7757

FAQ

What is the vesting schedule for Cytokinetics (CYTK) new stock options granted in March 2025?

The stock options vest over 4 years, with 25% vesting after one year and the remaining vesting monthly over 36 months at 1/48th per month.

How many shares were included in CYTK's March 2025 inducement grants?

The grants included 58,631 stock options, 38,068 RSUs, and 3,381 PSUs.

What is the exercise price for CYTK's March 2025 stock option grants?

The stock options were granted at an exercise price of $44.36 per share, equal to CYTK's closing price on March 14, 2025.

How do the PSUs vest in Cytokinetics' March 2025 inducement grants?

PSUs vest based on two performance goals, with 50% of shares earned upon certification of each goal, followed by 50% vesting at certification and 50% one year later.