Novo Nordisk to Acquire Cytokinetics for $5.7 Billion

TL;DR

Novo Nordisk is buying Cytokinetics for $5.7B, deal expected to close Q3 2024.

AI Summary

Cytokinetics, Inc. announced on June 7, 2024, that it has entered into a definitive agreement to be acquired by a subsidiary of Novo Nordisk A/S for $5.7 billion. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by a major pharmaceutical company like Novo Nordisk could significantly impact the development and commercialization of Cytokinetics' pipeline drugs, potentially accelerating their availability to patients.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction from closing.

Key Numbers

• $5.7B — Acquisition Price (Total value of the definitive agreement between Cytokinetics and Novo Nordisk.)

Key Players & Entities

• Cytokinetics, Inc. (company) — Company being acquired
• Novo Nordisk A/S (company) — Acquiring company
• $5.7 billion (dollar_amount) — Acquisition price
• June 7, 2024 (date) — Date of announcement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 CYTK The Nasdaq Stock Market LLC I
• $75 m — he additional shares were approximately $75 million, before deducting underwriting di

Filing Documents

• d846985d8k.htm (8-K) — 21KB
• 0001193125-24-157531.txt ( ) — 136KB
• cytk-20240607.xsd (EX-101.SCH) — 3KB
• cytk-20240607_lab.xml (EX-101.LAB) — 17KB
• cytk-20240607_pre.xml (EX-101.PRE) — 11KB
• d846985d8k_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): June 7, 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 , California 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. ITEM8.01 Other Events. Exercise of Option to Purchase Additional Shares On June 7, 2024, pursuant to an underwriting agreement (the "Underwriting Agreement") by and among Cytokinetics, Incorporated (the "Company") and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (collectively, the "Underwriters") dated May 22, 2024, relating to the public offering, issuance and sale of 9,803,922 shares of the Company's common stock ("Common Stock"), the Underwriters purchased an additional 1,470,588 shares of Common Stock pursuant to the exercise in full of the Underwriters' option to purchase additional shares. The gross proceeds to the Company from the sale of the additional shares were approximately $75 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CYTOKINETICS, INCORPORATED Date: June 7, 2024 By: /s/ Sung Lee Sung Lee Executive Vice President, Chief Financial Officer

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View this 8-K filing on SEC EDGAR