SOUTH SAN FRANCISCO, Calif. — September 17, 2025 — Leads & Copy — Cytokinetics, Incorporated (Nasdaq: CYTK) has announced the pricing of its offering of $650.0 million aggregate principal amount of 1.75% convertible senior notes due 2031 in a private placement to qualified institutional buyers.
The aggregate principal amount of the offering was increased from the previously announced offering size of $550.0 million.
Key transaction elements include refinancing the 3.50% convertible senior notes due 2027, extending the refinanced debt maturity to 2031, achieving a lower coupon of 1.75% and a higher conversion price of approximately $68.42 compared to the 2027 notes, and retiring approximately $399.5 million of the 2027 notes.
Remaining proceeds will support the potential commercial launch of aficamten and for general corporate purposes, including potentially retiring the remaining 2027 notes before or at maturity.
The notes’ issuance and sale are scheduled to settle on September 19, 2025, and Cytokinetics granted the initial purchasers an option to purchase up to an additional $100.0 million aggregate principal amount of notes.
The notes will mature on October 1, 2031, unless earlier converted, redeemed, or repurchased. Before July 1, 2031, noteholders can convert their notes only in certain circumstances, after which they may convert at any time until the second trading day before maturity. The initial conversion rate is 14.6156 shares of common stock per $1,000 principal amount of notes, representing an initial conversion price of approximately $68.42 per share of common stock.
Cytokinetics may redeem the notes on or after October 6, 2028, subject to certain conditions. If a fundamental change occurs, noteholders may require Cytokinetics to repurchase their notes.
Cytokinetics estimates net proceeds of approximately $632.0 million (or $729.4 million if the initial purchasers fully exercise their option). Approximately $402.5 million will pay the cash portion of the consideration in the note exchange transactions, with the remainder used for the potential commercial launch of aficamten, continued development, research pipeline advancement, and general corporate purposes.
Cytokinetics expects to use approximately $402.5 million of the net proceeds from the offering and to issue 2,168,806 shares of its common stock in exchange for approximately $399.5 million aggregate principal amount of the 2027 notes in privately negotiated transactions entered into concurrently with the pricing of the offering.
In connection with any note exchange transaction, Cytokinetics expects that hedged holders of the 2027 notes will, concurrently with, or shortly after, the pricing of the notes, unwind all or part of their hedge positions by buying Cytokinetics’ common stock and/or entering into or unwinding various derivative transactions with respect to its common stock.
The notes, shares upon conversion, and shares in connection with any note exchange transaction have not been registered under the Securities Act.
Diane Weiser, Senior Vice President, Corporate Affairs, (650) 624-3060
Source: Cytokinetics
