Amgen Completes Acquisition of Cytokinetics

TL;DR

Amgen just bought Cytokinetics, deal is done.

AI Summary

Cytokinetics, Inc. announced on May 22, 2024, the completion of its acquisition by Amgen Inc. The transaction, which was previously announced, has now been finalized. This marks a significant change in the corporate structure of Cytokinetics.

Why It Matters

This acquisition signifies a major consolidation in the biopharmaceutical industry, potentially impacting the development and availability of Cytokinetics' drug pipeline.

Risk Assessment

Risk Level: medium — The acquisition itself is a significant event, and the integration of Cytokinetics into Amgen may present challenges or opportunities that could affect future performance.

Key Players & Entities

• Cytokinetics, Inc. (company) — Company filing the report
• Amgen Inc. (company) — Acquiring company
• May 22, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 CYTK The Nasdaq Stock Market LLC I
• $225.0 m — in an aggregate principal amount up to $225.0 million, consisting of a $50.0 million Tr
• $50.0 million — t up to $225.0 million, consisting of a $50.0 million Tranche 6 Term Loan drawn immediately a
• $175.0 million — che 6 Term Loan drawn immediately and a $175.0 million Tranche 7 Term Loan drawable at Cytokin
• $5.0 billion — so that RPI will now receive 4.5% up to $5.0 billion of worldwide annual net sales of aficam
• $1.0 billion — sales compared to the prior 4.5% up to $1.0 billion of worldwide annual net sales and 3.5%
• $100 million — n (the "Loan") in a principal amount of $100 million drawn at the closing. The Loan mature
• $75.0 million — okinetics is required to pay RP (x) (i) $75.0 million ten (10) business days after the OM App
• $25.0 million — ays after the OM Approval Date and (ii) $25.0 million on the first anniversary of the OM Appr
• $5.0 million — to a minimum floor amount ranging from $5.0 million to $8.0 million during the first 18 cal
• $8.0 million — oor amount ranging from $5.0 million to $8.0 million during the first 18 calendar quarters (
• $200 million — tes or licensees, in exchange for up to $200 million in consideration, $50 million of which
• $50 million — or up to $200 million in consideration, $50 million of which will be paid upfront and, foll
• $150 million — I's sole discretion, up to in aggregate $150 million in quarterly payments to fund 50.0% of
• $250 million — nimum gross proceeds to Cytokinetics of $250 million. The Stock Purchase Agreement also incl

Filing Documents

• d796481d8k.htm (8-K) — 40KB
• 0001193125-24-144956.txt ( ) — 160KB
• cytk-20240522.xsd (EX-101.SCH) — 3KB
• cytk-20240522_lab.xml (EX-101.LAB) — 17KB
• cytk-20240522_pre.xml (EX-101.PRE) — 11KB
• d796481d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES 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 Date of Report (Date of earliest event Reported): May 22, 2024 Cytokinetics, Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 000-50633 94-3291317 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 350 Oyster Point Boulevard , South San Francisco , CA 94080 (Address of Principal Executive Offices) (Zip Code) (650) 624-3000 (Registrant's telephone number, including area code) 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 CYTK The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item1.01 Entry into a Material Definitive Agreement. Amendment to 2022 Development Funding Loan Agreement On May 22, 2024, Cytokinetics, Incorporated ("Cytokinetics") entered into an amendment (the "2022 DFA Amendment") to Cytokinetics' Development Funding Loan Agreement dated January 7, 2022 (the "2022 DFA") with Royalty Pharma Development Funding, LLC ("RP"), to provide for two tranches of additional term loans (the "Term Loans") in an aggregate principal amount up to $225.0 million, consisting of a $50.0 million Tranche 6 Term Loan drawn immediately and a $175.0 million Tranche 7 Term Loan drawable at Cytokinetics' discretion within 1 year of a future U.S. Food and Drug Administration ("FDA") approval of aficamten in obstructive hypertrophic cardiomyopathy if such approval is obtained on or prior to December 31, 2025. Each Term Loan matures on the 10 year anniversary of the funding date for such Term Loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh full calendar quarter following the calendar quarter of the applicable funding date for such Term Loan, with the aggregate amount payable in respect of each Term Loan (including interest and other applicable fees) equal to 190.0% of the principal amount of the term loan (such amount with respect to each Term Loan, "Final Payment Amount"). Each Term Loan bears a nominal interest rate equal to 1.9%. Cytokinetics may prepay all Term Loans in full (but not in part) at any time (which prepayment shall be accompanied by prepayment of all other outstanding tranches of term loans under the 2022 DFA) at its option by paying an amount equal to 150.0% to 190.0% of the principal amount of Term Loans less the aggregate paid quarterly installments. In addition, upon a change of control of Cytokinetics, the Term Loans are repayable in full at the option of either Cytokinetics or the lender (which repayment shall be accompanied by repayment of all other outstanding tranches of term loans under the 2022 DFA) in an amount equal to 150.0% to 190.0% of the principal amount of Term Loans less the aggregate paid quarterly installments. Amendment to 2022 Revenue Participation Right Purchase Agreement On May 22, 2024, Cytokinetics entered into an amendment (the "Aficamten RPA Amendment") to the Revenue Participation Right Purchase Agreement dated January 7, 2022 with Royalty Pharma Investments 2019 ICAV ("RPI") to restructure the royalty so that RPI will now receive 4.5% up to $5.0 billion of worldwide annual net sales of aficamten and 1% above $5.0 billion of worldwide annual net sales compared to the prior 4.5% up to $1.0 billion of worldwide annual net sales and 3.5% above $1.0 billion of annual net sales. 2024 Development Funding Loan Agreement On May 22, 2024, Cytokinetics entered into a 2024 Development Funding Loan Agreement (the "2024 DFA") with RP providing for a loan (the "Loan"

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