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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-50633

 

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 No.)

 

 

350 Oyster Point Blvd.

South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 624-3000

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Common Stock, $0.001 par value

Trading symbol

 

CYTK

Name of each exchange on which registered

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock, $0.001 par value, outstanding as of November 2, 2026: 139,303,351

 

 

 


Table of Contents

 

CYTOKINETICS, INCORPORATED

TABLE OF CONTENTS FOR FORM 10-Q

FOR THE three and nine months ended September 30, 2026

Page

Glossary of Terms

3

 

 

PART I. FINANCIAL INFORMATION

6

Item 1. Financial Statements (Unaudited)

6

Condensed Consolidated Balance Sheets

6

Condensed Consolidated Statements of Operations and Comprehensive Loss

7

Condensed Consolidated Statements of Stockholders’ Deficit

8

Condensed Consolidated Statements of Cash Flows

9

Notes to Condensed Consolidated Financial Statements

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3. Quantitative and Qualitative Disclosures About Market Risk

40

Item 4. Controls and Procedures

40

 

 

PART II. OTHER INFORMATION

41

Item 1. Legal Proceedings

41

Item 1A. Risk Factors

42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

44

Item 3. Defaults Upon Senior Securities

44

Item 4. Mine Safety Disclosures

44

Item 5. Other Information

44

Item 6. Exhibits

45

 

 

SIGNATURES

47

 

2


Table of Contents

 

Glossary of Terms

Unless the context requires otherwise, references to “Cytokinetics,” “the Company,” “we,” “us” or “our” in this Quarterly Report on Form 10-Q refer to Cytokinetics, Incorporated and its subsidiaries. References to “Notes” in this Form 10-Q are to the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q. We also have used other specific terms in this Form 10-Q, most of which are explained or defined below:

Term/Abbreviation

 

Definition

2004 Plan

 

Cytokinetics’ Amended and Restated 2004 Equity Incentive Plan

2022 RPI Transactions

 

The transactions contemplated by the RP Multi Tranche Loan Agreement and the RP Aficamten RPA

2024 RPI Transactions

 

The transactions contemplated by the 2024 RP OM Loan Agreement, the RP Ulacamten RPA, the RP Stock Purchase Agreement, the 2022 RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA Amendment

2026 Indenture

 

Indenture, dated November 13, 2019, between Cytokinetics and U.S. Bank Trust Company (successor in interest to U.S. Bank National Association), as trustee, as supplemented by the First Supplemental Indenture, dated November 13, 2019, between Cytokinetics and U.S. Bank Trust Company (successor in interest to U.S. Bank National Association)

2026 Notes

 

Cytokinetics’ 4% convertible senior notes due 2026

2027 Indenture

 

Indenture, dated July 6, 2022, between Cytokinetics and U.S. Bank Trust Company, as trustee

2027 Notes

 

Cytokinetics’ 3.50% convertible senior notes due 2027

2031 Indenture

 

 

Indenture, dated September 19, 2025, between Cytokinetics and U.S. Bank Trust Company, as trustee

2031 Notes

 

Cytokinetics’ 1.75% convertible senior notes due 2031

ACACIA-HCM

 

Assessment Comparing Aficamten to Placebo on Cardiac Endpoints In Adults with Non-Obstructive HCM

AMBER-HFpEF

 

Our Phase 2 randomized, placebo-controlled, double-blind, multi-center, dose-finding clinical trial in patients with symptomatic HFpEF with left ventricular ejection fraction ≥ 60%

Astellas FSRA Agreement

 

Fast Skeletal Regulatory Activator Agreement, dated April 23, 2020 between Cytokinetics and Astellas

Bayer

 

Means Bayer AG and/or any affiliate thereof, including Bayer Consumer Care AG

Bayer License Agreement

 

Means that certain License and Collaboration Agreement, dated November 18, 2024 by and between the Company and Bayer Consumer Care AG, pursuant to which Bayer acquired an exclusive license to develop and commercialize aficamten in Japan, subject to certain reserved development rights.

CEDAR-HCM

 

Our clinical trial of aficamten in a pediatric population with oHCM

cGCP

 

Current Good Clinical Practice

cGLP

 

Current Good Laboratory Practice

cGMP

 

Current Good Manufacturing Practice

China

 

People's Republic of China (including the Hong Kong and Macau SARs)

CMC

 

Chemistry, Manufacturing and Controls

CMO

 

Contract Manufacturing Organizations

COMET-HF

 

Our Phase 3 multi-center, double-blind, randomized, placebo-controlled trial to assess the efficacy and safety of omecamtiv mecarbil in patients with symptomatic HFrEF with severely reduced ejection fraction

Common Stock

 

Our common stock, par value $0.001 per share

Compensation Committee

 

Compensation and Talent Committee of Cytokinetics’ Board of Directors

Convertible Notes

 

2026 Notes, 2027 Notes, and 2031 Notes

Corxel

 

Corxel Pharmaceuticals Limited (formerly known as Ji Xing Pharmaceuticals Limited) and/or its affiliates, including Corxel Pharmaceuticals Hong Kong Limited

Corxel OM License Agreement

 

Means that certain Collaboration and License Agreement, dated December 20, 2021,

3


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by and between the Company and Corxel, pursuant to which we granted Corxel an exclusive license to develop and commercialize omecamtiv mecarbil in China and Taiwan

COURAGE-ALS

 

Clinical Outcomes Using Reldesemtiv on ALSFRS-R in a Global Evaluation in ALS

CRO

 

Contract Research Organization

CV

 

Cardiovascular

E.U. or EU

 

European Union

EMA

 

European Medicines Agency

ESPP

 

Employee Stock Purchase Plan

ETASU

 

Elements to assure safe use

Exchange Act

 

Securities Exchange Act of 1934, as amended

FDA

 

U.S. Food and Drug Administration

Final Payment Amount

 

As defined in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this Quarterly Report on Form 10-Q – Sources and Uses of Cash, Royalty Pharma Transactions

FOREST-HCM

 

Five-Year, Open-Label, Research Evaluation of Sustained Treatment with Aficamten in HCM

Fundamental Change

 

As defined in the 2026 Indenture, 2027 Indenture, or 2031 Indenture, as applicable

GAAP

 

Generally Accepted Accounting Principles in the U.S.

GALACTIC-HF

 

Global Approach to Lowering Adverse Cardiac Outcomes Through Improving Contractility in Heart Failure

GDPR

 

General Data Protection Regulation ((EU) 2016/679)

HCM

 

Hypertrophic cardiomyopathy

HFpEF

 

Heart failure with preserved ejection fraction

HFrEF

 

Heart failure with reduced ejection fraction

HHS

 

U.S. Department of Health and Human Services

HIPAA

 

The federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act

IND

 

Investigational New Drug

IRA

 

Inflation Reduction Act of 2022

KCCQ

 

Kansas City Cardiomyopathy Questionnaire

KCCQ-OSS

 

KCCQ Overall Summary Score

LVEF

 

Left ventricular ejection fraction

LVOT

 

Left ventricular outflow tract

LVOT-G

 

Left ventricular outflow tract gradient

MAA

 

Marketing Authorization Application

MAPLE-HCM

 

Metoprolol vs Aficamten in Patients with LVOT Obstruction on Exercise Endpoints Capacity in HCM

NDA

 

New Drug Application

nHCM

 

Non-obstructive HCM

NOLs

 

Net operating loss carryforward

NYHA

 

New York Heart Association

oHCM

 

Obstructive HCM

Oyster Point Lease

 

Lease, dated July 24, 2019, by and between Cytokinetics and KR Oyster Point 1, LLC, as amended

Partial Redemption Limitation

 

As defined in the 2027 Indenture and 2031 Indenture, as applicable

PSU

 

Performance Stock Unit

4


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REMS

 

Risk Evaluation and Mitigation Strategy

RP Aficamten RPA

 

Revenue Participation Right Purchase Agreement, dated January 7, 2022, by and between Cytokinetics and Royalty Pharma Investments 2019 ICAV

RP Aficamten RPA Amendment

 

Amendment No. 1, dated May 22, 2024, to Revenue Participation Right Purchase Agreement, dated January 7, 2022, by and between Cytokinetics and Royalty Pharma Investments 2019 ICAV

RP Ulacamten RPA

 

Ulacamten Revenue Participation Right Purchase Agreement, dated May 22, 2024, by and between Cytokinetics and Royalty Pharma Investments 2019 ICAV

RP Multi Tranche Loan Agreement

 

Development Funding Loan Agreement, dated January 7, 2022, by and among Royalty Pharma Development Funding, LLC and Cytokinetics

RP Multi Tranche Loan Agreement Amendment

 

Third Amendment, dated May 22, 2024, to Development Funding Loan Agreement, dated January 7, 2022, by and among Royalty Pharma Development Funding, LLC and Cytokinetics

RP OM Liability

 

As defined in Part I, Item 1 (Financial Statements (Unaudited)), Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q - Note 3 (Agreements with Royalty Pharma) – 2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement

RP OM Loan Agreement

 

2024 Development Funding Loan Agreement, dated May 22, 2024, by and among Royalty Pharma Development Funding, LLC and Cytokinetics

RP OM RPA

 

Royalty Purchase Agreement, dated February 1, 2017, by and between Cytokinetics and RPI Finance Trust, as amended by Amendment No. 1, dated January 7, 2022

RP Stock Purchase Agreement

 

Common Stock Option and Purchase Agreement, dated May 22, 2024, by and between Cytokinetics and Royalty Pharma Investments 2019 ICAV

RPDF

 

Royalty Pharma Development Funding, LLC

RPFT

 

RPI Finance Trust

RPI ICAV

 

Royalty Pharma Investments 2019 ICAV

RSU

 

Restricted Stock Unit

Sanofi

 

Means Sanofi S.A. and/or any affiliates thereof, including Genzyme Corporation

Sanofi License Agreement

 

Means that certain License and Collaboration Agreement, dated July 14, 2020 by and between the Company and Sanofi (as assignee of Corxel), pursuant to which Sanofi has an exclusive license to develop and commercialize aficamten in China and Taiwan

Section 382

 

Section 382 of the Internal Revenue Code

Securities Act

 

Securities Act of 1933, as amended

SEQUOIA-HCM

 

Safety, Efficacy, and Quantitative Understanding of Obstruction Impact of Aficamten in HCM

SGLT2

 

Sodium-glucose cotransporter-2

U.S. or US

 

United States of America

This Form 10-Q includes discussion of certain clinical studies relating to various in-line products and/or product candidates. These studies typically are part of a larger body of clinical data relating to such products or product candidates, and the discussion herein should be considered in the context of the larger body of data. In addition, clinical trial data are subject to differing interpretations, and, even when we view data as sufficient to support the safety and/or effectiveness of a product candidate or a new indication for an in-line product, regulatory authorities may not share our views and may require additional data or may deny approval altogether.

CYTOKINETICS and our C-shaped logo are registered trademarks of Cytokinetics in the U.S. and certain other countries. Other service marks, trademarks and trade names referred to in this report are the property of their respective owners.

The information contained on our website, our Facebook, Instagram, YouTube and LinkedIn pages or our X (formerly Twitter) accounts, or any third-party website, is not incorporated by reference into this Form 10-Q.

5


Table of Contents

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CYTOKINETICS, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) (Unaudited)

 

 

 

September 30, 2026

 

 

December 31, 2025

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

203,433

 

 

$

122,518

 

Short-term investments

 

 

926,588

 

 

 

759,703

 

Accounts receivable, net

 

 

33,889

 

 

 

17,764

 

Inventories

 

 

807

 

 

 

—

 

Prepaid expenses and other current assets

 

 

22,434

 

 

 

16,990

 

Total current assets

 

 

1,187,151

 

 

 

916,975

 

Long-term investments

 

 

453,631

 

 

 

335,048

 

Property and equipment, net

 

 

76,124

 

 

 

79,194

 

Operating lease right-of-use assets

 

 

71,563

 

 

 

75,979

 

Inventories, long-term

 

 

16,128

 

 

 

—

 

Other assets

 

 

20,183

 

 

 

17,341

 

Total assets

 

$

1,824,780

 

 

$

1,424,537

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

25,964

 

 

$

22,337

 

Accrued liabilities

 

 

90,871

 

 

 

83,278

 

Short-term operating lease liabilities

 

 

21,391

 

 

 

19,111

 

Current portion of convertible and long-term debt

 

 

174,399

 

 

 

41,181

 

Derivative liabilities measured at fair value

 

 

31,300

 

 

 

31,100

 

Deferred revenue

 

 

1,653

 

 

 

1,612

 

Other current liabilities

 

 

7,841

 

 

 

3,833

 

Total current liabilities

 

 

353,419

 

 

 

202,452

 

Term loans, net

 

 

244,332

 

 

 

246,384

 

Convertible notes, net

 

 

732,771

 

 

 

869,597

 

Liabilities related to revenue participation right purchase agreements, net

 

 

579,564

 

 

 

520,559

 

Long-term operating lease liabilities

 

 

99,665

 

 

 

107,970

 

Liabilities related to RPI Transactions measured at fair value

 

 

136,200

 

 

 

137,200

 

Total liabilities

 

 

2,145,951

 

 

 

2,084,162

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

Preferred stock

 

 

—

 

 

 

—

 

Common stock

 

 

139

 

 

 

123

 

Additional paid-in capital

 

 

3,768,661

 

 

 

2,826,341

 

Accumulated other comprehensive (loss) income

 

 

(8,390

)

 

 

630

 

Accumulated deficit

 

 

(4,081,581

)

 

 

(3,486,719

)

Total stockholders' deficit

 

 

(321,171

)

 

 

(659,625

)

Total liabilities and stockholders' deficit

 

$

1,824,780

 

 

$

1,424,537

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


Table of Contents

 

CYTOKINETICS, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share data) (Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Net product revenue

 

$

44,507

 

 

$

—

 

 

$

74,630

 

 

$

—

 

Collaboration revenues

 

 

3,050

 

 

 

1,936

 

 

 

8,977

 

 

 

5,931

 

License and milestone revenues

 

 

—

 

 

 

—

 

 

 

11,929

 

 

 

64,353

 

Total revenues

 

 

47,557

 

 

 

1,936

 

 

 

95,536

 

 

 

70,284

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

99,285

 

 

 

97,297

 

 

 

292,617

 

 

 

305,697

 

Selling, general and administrative

 

 

113,144

 

 

 

69,458

 

 

 

322,437

 

 

 

192,548

 

Cost of goods sold

 

 

(454

)

 

 

—

 

 

 

2,437

 

 

 

—

 

Collaboration cost of revenues

 

 

2,670

 

 

 

1,936

 

 

 

7,923

 

 

 

5,931

 

Total operating expenses

 

 

214,645

 

 

 

168,691

 

 

 

625,414

 

 

 

504,176

 

Operating loss

 

 

(167,088

)

 

 

(166,755

)

 

 

(529,878

)

 

 

(433,892

)

Interest and other expense, net

 

 

(14,842

)

 

 

(11,353

)

 

 

(44,015

)

 

 

(31,305

)

Non-cash interest expense on liabilities related to revenue participation right purchase agreements

 

 

(23,642

)

 

 

(14,969

)

 

 

(62,635

)

 

 

(42,228

)

Interest and other income, net

 

 

15,903

 

 

 

10,248

 

 

 

40,866

 

 

 

36,950

 

Change in fair value of derivative liabilities

 

 

(600

)

 

 

700

 

 

 

(200

)

 

 

3,300

 

Change in fair value of liabilities related to RPI Transactions

 

 

200

 

 

 

(2,800

)

 

 

1,000

 

 

 

(13,500

)

Debt conversion expense

 

 

—

 

 

 

(121,249

)

 

 

—

 

 

 

(121,249

)

Net loss

 

$

(190,069

)

 

$

(306,178

)

 

$

(594,862

)

 

$

(601,924

)

Net loss per share — basic and diluted

 

$

(1.37

)

 

$

(2.55

)

 

$

(4.52

)

 

$

(5.04

)

Weighted-average number of shares used in computing net loss per share — basic and diluted

 

 

139,045

 

 

 

119,982

 

 

 

131,526

 

 

 

119,317

 

Other comprehensive (loss) gain:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale securities, net

 

 

(4,228

)

 

 

167

 

 

 

(7,836

)

 

 

(1,225

)

Foreign currency translation adjustments

 

 

(336

)

 

 

25

 

 

 

(1,184

)

 

 

(1,139

)

Comprehensive loss

 

$

(194,633

)

 

$

(305,986

)

 

$

(603,882

)

 

$

(604,288

)

The accompanying notes are an integral part of these condensed consolidated financial statements.

7


Table of Contents

 

CYTOKINETICS, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ Deficit

(In thousands, except share data) (Unaudited)

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Accumulated
Other
Comprehensive

 

 

Accumulated

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Loss) Income

 

 

Deficit

 

 

Deficit

 

Balance, December 31, 2025

 

 

122,943,172

 

 

$

123

 

 

$

2,826,341

 

 

$

630

 

 

$

(3,486,719

)

 

$

(659,625

)

Exercise of stock options

 

 

403,208

 

 

 

—

 

 

 

11,346

 

 

 

—

 

 

 

—

 

 

 

11,346

 

Vesting of restricted stock units, net of taxes withheld

 

 

891,443

 

 

 

1

 

 

 

(841

)

 

 

—

 

 

 

—

 

 

 

(840

)

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

30,824

 

 

 

—

 

 

 

—

 

 

 

30,824

 

Unrealized loss on available-for-sale securities, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,838

)

 

 

—

 

 

 

(1,838

)

Foreign currency translation adjustments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(404

)

 

 

—

 

 

 

(404

)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(206,031

)

 

 

(206,031

)

Balance, March 31, 2026

 

 

124,237,823

 

 

 

124

 

 

 

2,867,670

 

 

 

(1,612

)

 

 

(3,692,750

)

 

 

(826,568

)

Exercise of stock options

 

 

968,077

 

 

 

1

 

 

 

33,657

 

 

 

—

 

 

 

—

 

 

 

33,658

 

Vesting of restricted stock units, net of taxes withheld

 

 

137,636

 

 

 

—

 

 

 

(1,527

)

 

 

—

 

 

 

—

 

 

 

(1,527

)

Issuance of common stock under Employee Stock Purchase Plan

 

 

77,383

 

 

 

—

 

 

 

4,344

 

 

 

—

 

 

 

—

 

 

 

4,344

 

Issuance of common stock in public offering, net of issuance costs

 

 

11,338,028

 

 

 

11

 

 

 

760,137

 

 

 

—

 

 

 

—

 

 

 

760,148

 

Issuance of common stock upon conversion of convertible notes

 

 

2,002,817

 

 

 

2

 

 

 

21,065

 

 

 

—

 

 

 

—

 

 

 

21,067

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

36,367

 

 

 

—

 

 

 

—

 

 

 

36,367

 

Unrealized loss on available-for-sale securities, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,770

)

 

 

—

 

 

 

(1,770

)

Foreign currency translation adjustments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(444

)

 

 

—

 

 

 

(444

)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(198,762

)

 

 

(198,762

)

Balance, June 30, 2026

 

 

138,761,764

 

 

 

138

 

 

 

3,721,713

 

 

 

(3,826

)

 

 

(3,891,512

)

 

 

(173,487

)

Exercise of stock options

 

 

375,462

 

 

 

1

 

 

 

12,408

 

 

 

—

 

 

 

—

 

 

 

12,409

 

Vesting of restricted stock units, net of taxes withheld

 

 

83,220

 

 

 

—

 

 

 

(918

)

 

 

—

 

 

 

—

 

 

 

(918

)

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

35,458

 

 

 

—

 

 

 

—

 

 

 

35,458

 

Unrealized loss on available-for-sale securities, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,228

)

 

 

—

 

 

 

(4,228

)

Foreign currency translation adjustments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(336

)

 

 

—

 

 

 

(336

)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(190,069

)

 

 

(190,069

)

Balance, September 30, 2026

 

 

139,220,446

 

 

$

139

 

 

$

3,768,661

 

 

$

(8,390

)

 

$

(4,081,581

)

 

$

(321,171

)

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Accumulated
Other
Comprehensive

 

 

Accumulated

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Loss) Income

 

 

Deficit

 

 

Deficit

 

Balance, December 31, 2024

 

 

118,209,139

 

 

$

118

 

 

$

2,563,876

 

 

$

2,398

 

 

$

(2,701,764

)

 

$

(135,372

)

Exercise of stock options

 

 

351,985

 

 

 

—

 

 

 

7,651

 

 

 

—

 

 

 

—

 

 

 

7,651

 

Vesting of restricted stock units, net of taxes withheld

 

 

659,179

 

 

 

1

 

 

 

(13

)

 

 

—

 

 

 

—

 

 

 

(12

)

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

23,549

 

 

 

—

 

 

 

—

 

 

 

23,549

 

Unrealized loss on available-for-sale securities, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(541

)

 

 

—

 

 

 

(541

)

Foreign currency translation adjustments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(312

)

 

 

—

 

 

 

(312

)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(161,376

)

 

 

(161,376

)

Balance, March 31, 2025

 

 

119,220,303

 

 

 

119

 

 

 

2,595,063

 

 

 

1,545

 

 

 

(2,863,140

)

 

 

(266,413

)

Exercise of stock options

 

 

219,077

 

 

 

—

 

 

 

3,868

 

 

 

—

 

 

 

—

 

 

 

3,868

 

Vesting of restricted stock units, net of taxes withheld

 

 

55,056

 

 

 

—

 

 

 

(514

)

 

 

—

 

 

 

—

 

 

 

(514

)

Issuance of common stock under Employee Stock Purchase Plan

 

 

109,116

 

 

 

—

 

 

 

2,877

 

 

 

—

 

 

 

—

 

 

 

2,877

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

27,535

 

 

 

—

 

 

 

—

 

 

 

27,535

 

Unrealized loss on available-for-sale securities, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(851

)

 

 

—

 

 

 

(851

)

Foreign currency translation adjustments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(852

)

 

 

—

 

 

 

(852

)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(134,370

)

 

 

(134,370

)

Balance, June 30, 2025

 

 

119,603,552

 

 

 

119

 

 

 

2,628,829

 

 

 

(158

)

 

 

(2,997,510

)

 

 

(368,720

)

Exercise of stock options

 

 

321,536

 

 

 

1

 

 

 

6,934

 

 

 

—

 

 

 

—

 

 

 

6,935

 

Vesting of restricted stock units

 

 

38,684

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Shares withheld related to net share settlement of equity awards

 

 

(13,118

)

 

 

—

 

 

 

(720

)

 

 

—

 

 

 

—

 

 

 

(720

)

Induced conversion of convertible notes

 

 

2,168,806

 

 

 

2

 

 

 

116,670

 

 

 

—

 

 

 

—

 

 

 

116,672

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

30,696

 

 

 

—

 

 

 

—

 

 

 

30,696

 

Unrealized gain on available-for-sale securities, net

 

 

—

 

 

 

—

 

 

 

—

 

 

 

167

 

 

 

—

 

 

 

167

 

Foreign currency translation adjustments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

25

 

 

 

—

 

 

 

25

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(306,178

)

 

 

(306,178

)

Balance, September 30, 2025

 

 

122,119,460

 

 

$

122

 

 

$

2,782,409

 

 

$

34

 

 

$

(3,303,688

)

 

$

(521,123

)

The accompanying notes are an integral part of these condensed consolidated financial statements.

8


Table of Contents

 

CYTOKINETICS, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(594,862

)

 

$

(601,924

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Non-cash interest expense on liabilities related to revenue participation right purchase agreements

 

 

62,659

 

 

 

42,306

 

Stock-based compensation expense

 

 

100,826

 

 

 

81,780

 

Non-cash lease expense

 

 

4,974

 

 

 

4,038

 

Depreciation of property and equipment

 

 

10,657

 

 

 

7,264

 

Change in fair value of derivative liabilities

 

 

200

 

 

 

(3,300

)

Change in fair value of liabilities related to RPI Transactions

 

 

(1,000

)

 

 

13,500

 

Realized gain on investment, net

 

 

(184

)

 

 

(17

)

Interest receivable and amortization on investments

 

 

(10,507

)

 

 

(12,902

)

Non-cash interest expense related to debt

 

 

26,161

 

 

 

14,431

 

Debt conversion expense

 

 

—

 

 

 

121,249

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(16,125

)

 

 

14,842

 

Prepaid and other assets

 

 

(7,899

)

 

 

1,264

 

Inventories

 

 

(15,112

)

 

 

—

 

Accounts payable

 

 

6,741

 

 

 

2,972

 

Deferred revenue

 

 

41

 

 

 

(50,758

)

Accrued and other liabilities

 

 

24,112

 

 

 

7,235

 

Operating lease liabilities

 

 

(6,583

)

 

 

(6,616

)

Other non-current liabilities

 

 

(13,417

)

 

 

(2,722

)

Net cash used in operating activities

 

 

(429,318

)

 

 

(367,358

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of investments

 

 

(986,253

)

 

 

(717,523

)

Investment in non-marketable equity security

 

 

—

 

 

 

(5,000

)

Maturities of investments

 

 

703,642

 

 

 

823,551

 

Sales of investments

 

 

—

 

 

 

5,993

 

Purchases of property and equipment

 

 

(10,964

)

 

 

(19,163

)

Net cash (used in) provided by investing activities

 

 

(293,575

)

 

 

87,858

 

Cash flows from financing activities:

 

 

 

 

 

 

Repayment of finance lease liabilities

 

 

—

 

 

 

(204

)

Repayment of term loans

 

 

(11,736

)

 

 

(8,087

)

Payments of royalty obligations

 

 

(1,500

)

 

 

—

 

Repayment of convertible debt

 

 

—

 

 

 

(402,500

)

Proceeds from issuance of convertible debt, net

 

 

—

 

 

 

729,460

 

Proceeds from borrowing under term loans

 

 

—

 

 

 

75,000

 

Proceeds from issuance of common stock related to public offering, net of issuance costs

 

 

760,148

 

 

 

—

 

Proceeds from issuance of common stock under equity incentive and stock purchase plans

 

 

61,757

 

 

 

21,331

 

Taxes paid related to net share settlement of equity awards

 

 

(3,242

)

 

 

(1,247

)

Net cash provided by financing activities

 

 

805,427

 

 

 

413,753

 

Effect of exchange rate changes on cash

 

 

(1,637

)

 

 

(906

)

Net increase in cash, cash equivalents, and restricted cash

 

 

80,897

 

 

 

133,347

 

Cash, cash equivalents, and restricted cash, beginning of period

 

 

125,632

 

 

 

95,232

 

Cash, cash equivalents, and restricted cash, end of period

 

$

206,529

 

 

$

228,579

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

Cash paid for interest

 

$

12,546

 

 

$

19,874

 

Non-cash investing and financing activities:

 

 

 

 

 

 

Right-of-use assets recognized in exchange for operating lease obligations

 

$

663

 

 

$

6,427

 

Amounts unpaid for purchases of property and equipment

 

$

410

 

 

$

2,088

 

Conversion of 2026 Notes

 

$

21,067

 

 

$

—

 

Issuance of common stock in connection with repurchase of convertible note

 

$

—

 

 

$

107,920

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CYTOKINETICS, INCORPORATED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Significant Accounting Policies

Cytokinetics, Incorporated was incorporated under the laws of the state of Delaware on August 5, 1997. We are a biopharmaceutical company focused on discovering, developing and commercializing novel muscle activators and muscle inhibitors as potential treatments for debilitating diseases in which muscle performance is compromised and/or declining. Our flagship commercial product is MYQORZO® (aficamten), 5 mg, 10 mg, 15 mg, and 20 mg tablets for the treatment of adults with oHCM to improve functional capacity and symptoms, which the FDA approved in December 2025 and which first became available for prescription to patients in the first quarter of 2026. In addition, in February 2026, the European Commission approved MYQORZO® (aficamten), 5 mg, 10 mg, 15 mg and 20 mg tablets for the treatment of symptomatic (New York Heart Association, (NYHA), class II-III) oHCM in adult patients and which first became available for prescription to patients in Germany in the second quarter of 2026. In July 2026, the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA) granted MYQORZO a marketing authorization across the United Kingdom for the treatment of symptomatic (NYHA class II-III) oHCM in eligible adult patients, and the National Institute for Health and Care Excellence (NICE) concurrently issued guidance recommending aficamten for use in eligible adult patients in England and Wales. In October 2026, Health Canada issued a Notice of Compliance authorizing MYQORZO® (aficamten) for the treatment of symptomatic obstructive hypertrophic cardiomyopathy (oHCM) of NYHA class II-III in adult patients. Moreover, in December 2025, the China National Medical Products Administration approved MYQORZO for the treatment of adults with (NYHA class II-III) oHCM, to improve exercise capacity and symptoms. MYQORZO first became available to patients in China in the first quarter of 2026 under the Sanofi License Agreement.

Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of approximately $4.1 billion since inception and there can be no assurance that we will attain profitability. We had a net loss of $594.9 million and net cash used in operations of $429.3 million for the nine months ended September 30, 2026. Cash, cash equivalents, and investments balance was $1.6 billion as of September 30, 2026. We anticipate that we will have operating losses and net cash outflows in future periods.

We are subject to risks common to biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, commercialization of our drugs and the ability to obtain additional capital as needed to fund our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sales of future revenues and royalties, debt financing arrangements, and interest income, but we will increasingly rely on revenues generated from the commercial sales of MYQORZO to fund our operations and cash expenditures. We commenced commercial sales in the first quarter of 2026, but there can be no assurance as to the timing or level of revenues from such sales. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, and debt financings in addition to our commercial sales revenue.

Our success is dependent on our ability to obtain additional capital by entering into financings or new strategic collaborations, and ultimately on our and our collaborators’ ability to successfully develop and market our drugs and drug candidates. We cannot be certain that sufficient funds will be available from financings or such collaborators when needed or on satisfactory terms. Additionally, there can be no assurance that MYQORZO or any of our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our future financial results, financial position and cash flows.

Based on the current status of our research and development and commercialization activities, we believe that our existing cash, cash equivalents and investments will be sufficient to fund cash requirements for at least the next 12 months after the issuance of this Quarterly Report on Form 10-Q. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs. Alternatively, we might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding, if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Basis of Presentation

Our condensed consolidated financial statements include the accounts of Cytokinetics and our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair statement of our financial information. These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period. The balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission.

Reclassification of prior periods

Certain comparative figures have been reclassified to conform to the current period presentation. Specifically, $1.9 million and $5.9 million of previously reported research and development expenses in the three and nine months ended September 30, 2025, respectively, have been reclassified to collaboration cost of revenues. These reclassifications had no effect on the previously reported total assets, total liabilities, or net loss.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates.

Investment in non-marketable equity security

During the first quarter of 2025, we made an equity investment of $5.0 million that does not have a readily determinable fair value. We have elected the measurement alternative under which we measure the investment at cost, less any impairment. If we observe price changes in orderly transactions for identical or similar securities of the same issuer, we will remeasure the investment at fair value as of the date of the observable transaction. As of September 30, 2026, the investment has a carrying value of $5.0 million and is classified as “Other assets” on the condensed consolidated balance sheet.

Net Product Revenue

Our first commercial product MYQORZO® (aficamten), was approved by the FDA in December 2025. MYQORZO is an allosteric and reversible inhibitor of cardiac myosin motor activity. The approval of MYQORZO included a risk evaluation and mitigation strategy (REMS) program intended to support a favorable benefit-risk profile in light of the risk of heart failure due to systolic dysfunction. In patients with oHCM, myosin inhibition with MYQORZO reduces cardiac contractility and left ventricular outflow tract obstruction. The Company enters into agreements with specialty pharmacies and specialty distributors (each a “Customer” and collectively the “Customers”) to sell MYQORZO in the United States and Europe. Revenues from product sales are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the Customer.

Revenue is recorded net of variable consideration, which includes prompt pay discounts, returns, chargebacks, rebates, and co-payment assistance. These deductions to product sales are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product sales occur. The variable consideration is estimated based on contractual terms as well as management assumptions. The amount of variable consideration is calculated by using the expected value method. Estimates are reviewed quarterly and adjusted as necessary. Taxes assessed by governmental authorities and collected from customers are excluded from product sales.

Accruals are established for gross-to-net deductions and actual amounts incurred are offset against applicable accruals. The Company reflects these accruals as either a reduction in the related account receivable from the customer or as an accrued liability, depending on the means by which the deduction is settled. Sales deductions are based on management’s estimates that involve a substantial degree of judgment.

Prompt Pay and Distributor Fees: Customers receive a prompt pay discount for payments made within a contractually agreed number of days before the due date. Customers may receive a contractually agreed upon distribution fee. Both of these discounts are accounted for as a reduction of the transaction price and recorded as a contra receivable.

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Returns: We typically permit returns if the product is damaged, defective, or otherwise cannot be used by the customer. We typically permit returns six months prior to and up to one year after the product expiration date. The Company records allowances for product returns as a reduction of revenue at the time product sales are recorded. Product returns are estimated based on industry data. A returns reserve is recorded as an accrued liability.

Rebates and Chargebacks: Rebates and chargebacks include amounts due to payers and healthcare providers under various programs based on contractual arrangements or statutory requirements, which may vary by payer and individual plans. Providers qualified under certain programs can purchase our products through our specialty pharmacies and distributors at a discount. The specialty pharmacies or distributors then charge the discount back to us.

Rebates and chargebacks are estimated primarily based on product sales, historical and estimated payer mix and discount rates, among other inputs, which require significant estimates and judgment. Since we launched our first commercial product in the first quarter of 2026, we do not have historical data and we are relying on industry information. We assess and update our estimates each reporting period to reflect actual claims and other current information.

Co-Payment Assistance: Co-payment assistance programs are offered to eligible end-users as price concessions and are recorded as accrued liabilities and a reduction of the transaction price. The Company uses a third-party to administer the co-payment program for pharmacy benefit claims. Our accrual for co-pay assistance programs is based on an estimate of claims and the cost per claim that we expect to receive associated with inventory that exists in the distribution channel at period end.

The Company generates revenue from a small number of specialty pharmacies and specialty distributors. The following customers accounted for over 10% of total gross product revenue during the three and nine months ended September 30, 2026. As the Company launched MYQORZO in January 2026, there were no sales in prior periods.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

Customer A

 

 

43

%

 

 

0

%

 

 

41

%

 

 

0

%

Customer B

 

 

21

%

 

 

0

%

 

 

22

%

 

 

0

%

Customer C

 

 

33

%

 

 

0

%

 

 

33

%

 

 

0

%

Accounts Receivable, net

The Company's trade accounts receivable arise from product sales and represent amounts due from its customers. In addition, the Company records accounts receivable arising from its collaboration and licensing agreements. The Company provides allowances against receivables for estimated losses, if any, that may result from a counterparty's inability to pay. Amounts determined to be uncollectible are written-off against the allowance.

Inventories

Inventories, which consist of raw materials, work in process and finished goods, are stated at the lower of cost or estimated net realizable value, using standard costs, based on a first-in, first-out method. We have entered into manufacturing and supply agreements for the manufacture or purchase of raw materials and production supplies in prior years. Our inventories include the direct purchase cost of materials and supplies, charges from contract manufacturing organizations and manufacturing overhead costs. We will periodically review our inventories for factors that could impact the future recoverability and realization of future sales, which require estimates and judgments. We will analyze our inventory levels quarterly and write down inventories subject to expiry, in excess of expected requirements or that has a cost basis in excess of its expected net realizable value. These write downs will be charged to cost of goods sold in the accompanying consolidated statements of operations and comprehensive loss.

We received FDA approval for MYQORZO on December 19, 2025 and began capitalizing inventories upon FDA approval. Costs incurred prior to approval have been recorded as research and development expense in our consolidated statement of operations and comprehensive loss. As a result, inventory balances and cost of goods sold for the next several quarters are expected to reflect a lower average per unit cost of materials.

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Note 2 — Net Loss Per Share

The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands):

 

 

September 30, 2026

 

 

September 30, 2025

 

Options to purchase common stock

 

 

10,518

 

 

 

11,442

 

Restricted stock and performance units

 

 

2,832

 

 

 

2,544

 

Shares issuable related to the ESPP

 

 

51

 

 

 

87

 

Shares issuable upon conversion of 2026 Notes

 

 

—

 

 

 

2,003

 

Shares issuable upon conversion of 2027 Notes

 

 

2,751

 

 

 

2,751

 

Shares issuable upon conversion of 2031 Notes

 

 

10,962

 

 

 

10,962

 

Total shares

 

 

27,114

 

 

 

29,789

 

During the three months ended June 30, 2026, holders converted the remaining $21.1 million aggregate principal amount of the 2026 Notes into 2,002,817 shares of the Company's common stock. There are no outstanding 2026 Notes as of September 30, 2026.

Note 3 — Agreements with Royalty Pharma

On January 7, 2022, we entered into the 2022 RPI Transactions with affiliates of Royalty Pharma International plc. Pursuant to the 2022 RPI Transactions, the RP Multi Tranche Loan Agreement and the RP Aficamten RPA described below, are determined to be debt instruments subsequently measured at amortized cost and were entered into with parties that were at the time of our entry into the 2022 RPI Transactions affiliated and in contemplation of one another. We used the relative fair value method and made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those fair value amounts. Arrangement consideration for the RP Multi Tranche Loan Agreement and the RP Aficamten RPA totaled $150 million, consisting of the two $50 million up front payments for the signing of the RP Multi Tranche Loan Agreement and the RP Aficamten RPA and milestone of $50 million for the initiation of the first pivotal trial in oHCM for aficamten that was deemed probable at the signing of the agreements.

On May 22, 2024, we entered into the 2024 RPI Transactions with affiliates of Royalty Pharma International plc, which included an amendment to the RP Aficamten RPA, a component of the 2022 RPI Transactions. The 2024 RPI Transactions include the 2024 RP OM Loan Agreement, the RP Ulacamten RPA, the RP Stock Purchase Agreement, the RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA Amendment, as described below, are accounted for as a debt modification of the 2022 RPI Transactions.

Liabilities Related to RPI Transactions Measured at Fair Value

As permitted under ASC 825, we elected the fair value option for recognizing the liabilities related to the 2024 RP OM Loan Agreement and the RP Ulacamten RPA. The fair value option was elected because these liabilities included embedded derivatives which would have otherwise required separate recognition and measurement. The Company elected the fair value option as it is believed to be more practical for each liability as a single unit of account at fair value. Under the fair value option, debt issuance costs are expensed as incurred and the Company is required to record the fair value option elected arrangements at their fair value on the date of issuance and at each balance sheet thereafter. Changes in the estimated fair value of the arrangements are recognized as changes in fair value of liabilities related to RPI Transactions in the condensed consolidated statement of operations and comprehensive loss.

Accounting for RPI Transactions Measured at Fair Value

The fair values of the liabilities for the RP OM Loan Agreement and RP Ulacamten RPA are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates (which ranged from 15% to 18% and 12% to 18% for the three and nine months ended September 30, 2026, respectively, and 11% to 17% and 10% to 18% for the three and nine months ended September 30, 2025, respectively), which are deemed to be Level 3 inputs in the fair value hierarchy. As products containing omecamtiv mecarbil and ulacamten have not yet been commercialized, the estimates are highly subjective. For example, assumed increases in the probability of the clinical success for the omecamtiv mecarbil or ulacamten programs could increase the value of the liabilities. Similarly, assumed decreases in the discount rates used in the fair value measurements could also increase the value of the liabilities at period end.

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The Company recorded a gain of $0.2 million and $1.0 million for the three and nine months ended September 30, 2026, respectively, and a loss of $2.8 million and $13.5 million for the three and nine months ended September 30, 2025, respectively, associated with the change in fair value of the liabilities related to 2024 RP OM Loan Agreement and the RP Ulacamten RPA. The change in the fair value has been recognized in the condensed consolidated statement of operations and comprehensive loss.

The following tables summarize the changes in the fair value of the RP Ulacamten RPA and RP OM Loan (in thousands):

 

 

2026

 

 

2025

 

 

 

RP Ulacamten RPA

 

 

RP OM Loan

 

 

RP Ulacamten RPA

 

 

RP OM Loan

 

Beginning balance, January 1

 

$

13,700

 

 

$

123,500

 

 

$

14,000

 

 

$

123,000

 

Change in fair value

 

 

(200

)

 

 

1,800

 

 

 

(300

)

 

 

(3,600

)

Ending balance, March 31

 

 

13,500

 

 

 

125,300

 

 

 

13,700

 

 

 

119,400

 

Change in fair value

 

 

(300

)

 

 

(2,100

)

 

 

300

 

 

 

14,300

 

Ending balance, June 30

 

 

13,200

 

 

 

123,200

 

 

 

14,000

 

 

 

133,700

 

Change in fair value

 

 

—

 

 

 

(200

)

 

 

—

 

 

 

2,800

 

Ending balance, September 30

 

$

13,200

 

 

$

123,000

 

 

$

14,000

 

 

$

136,500

 

Liabilities Related to Revenue Participation Right Purchase Agreements

RP Aficamten Royalty Purchase Agreement

The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid to RPI ICAV over the life of the arrangement as discounted using an imputed rate of interest. In the second quarter of 2024, we recorded an additional $33.3 million to the carrying value related to the 2024 RPI Transactions entered into May 22, 2024. The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 28.4% as of September 30, 2026 and 22.1% as of September 30, 2025.

During the third quarter of 2026, we updated our analyses of the RP Aficamten RPA to reflect our revised assumptions. Our estimates regarding the amount of future royalty payments under the RP Aficamten RPA changed from the second quarter of 2026 due to changes in management’s estimates related to forecast assumptions based on actual results and trends to date in our early product launch. The adjustment is accounted for on a prospective basis in our liability calculation and resulted in an increase in our imputed interest rate from approximately 26.1% as of June 30, 2026 to approximately 28.4% as of September 30, 2026. For the three and nine months ended September 30, 2026, the change in estimate increased our non-cash interest expense by $1.8 million and net loss per share by $0.01.

2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement

The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed rate of interest on the RP OM Liability is reassessed periodically and is not reduced below 0%. The imputed rate of interest on the carrying value of the RP OM Liability was 0.5% as of September 30, 2026 and 0.1% as of September 30, 2025.

During the third quarter of 2026, we updated our analyses of the RP OM RPA to reflect our revised forecast of future royalty payments. The adjustment is accounted for on a prospective basis in our liability calculation and resulted in an increase in our imputed interest rate above the 0% floor, from 0% as of June 30, 2026 to 0.5% as of September 30, 2026. Accordingly, we recorded non-cash interest expense on the RP OM Liability for the three months ended September 30, 2026. For the three and nine months ended September 30, 2026, the change in estimate increased our non-cash interest expense by $0.2 million and had no material impact on net loss per share.

Accounting for Revenue Participation Right Purchase Agreements

We periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. The RP OM Liability and the RP Aficamten Liability are measured using the effective interest method based on estimates of future royalty payments over the life of the arrangements. To the extent such payments are greater or less than our initial estimates or the timing of such payments is materially different than its original estimates, we will prospectively adjust the amortization of the RP OM Liability and the RP Aficamten Liability and the effective interest rate. A significant change to unobservable inputs could also result in a material increase or decrease to the effective interest rate of the liabilities. For Revenue Participation Right Purchase Agreements, the effective interest rate is reassessed periodically and will not be reduced below 0%.

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Table of Contents

 

There are a number of factors that could materially affect the amount and timing of royalty payments, a number of which are not within our control. The RP OM Liability and the RP Aficamten Liability are recognized using significant unobservable inputs. The estimates of future royalties require the use of several assumptions such as: the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient compliance behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RP OM Liability and the RP Aficamten Liability.

We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our assumptions. Changes to the RP Aficamten Liability and the RP OM Liability are as follows (in thousands):

 

 

2026

 

 

2025

 

 

 

RP Aficamten Liability

 

 

RP OM Liability

 

 

RP Aficamten Liability

 

 

RP OM Liability

 

Beginning balance, January 1

 

$

320,764

 

 

$

199,795

 

 

$

262,599

 

 

$

199,593

 

Interest accretion

 

 

18,816

 

 

 

—

 

 

 

14,037

 

 

 

41

 

Amortization of issuance costs

 

 

—

 

 

 

—

 

 

 

—

 

 

 

26

 

Ending balance, March 31

 

 

339,580

 

 

 

199,795

 

 

 

276,636

 

 

 

199,660

 

Interest accretion

 

 

20,177

 

 

 

—

 

 

 

13,140

 

 

 

41

 

Amortization of issuance costs

 

 

—

 

 

 

—

 

 

 

—

 

 

 

26

 

Royalty payment

 

 

(214

)

 

 

—

 

 

 

—

 

 

 

—

 

Ending balance, June 30

 

 

359,543

 

 

 

199,795

 

 

 

289,776

 

 

 

199,727

 

Interest accretion

 

 

23,387

 

 

 

255

 

 

 

14,927

 

 

 

42

 

Amortization of issuance costs

 

 

—

 

 

 

24

 

 

 

—

 

 

 

26

 

Royalty payment

 

 

(1,286

)

 

 

—

 

 

 

—

 

 

 

—

 

Ending balance, September 30

 

$

381,644

 

 

$

200,074

 

 

$

304,703

 

 

$

199,795

 

Approximately $2.2 million of the RP Aficamten Liability balance is recorded in short term accrued liabilities based upon the royalties currently due from the most recent quarter sales.

RP Multi Tranche Term Loan

Tranche 7 under the RP Multi Tranche Loan Agreement Amendment for $175.0 million is drawable at Cytokinetics’ discretion through December 19, 2026.

As of September 30, 2026, the estimated fair value of the Tranche 1, Tranche 4, Tranche 5, and Tranche 6 term loans was $247.2 million. The fair value was estimated based on Level 3 inputs.

Derivative Liabilities Measured at Fair Value

We have bifurcated and recognized the embedded derivatives in the RP Multi Tranche Loan Agreement. These embedded derivatives include repayment features based upon a change in control.

The fair values of the derivative liabilities are determined using the probability-weighted expected return method and the “with and without” method. The fair values are based on significant unobservable inputs, including the probability of change of control, the probability of default (less than 10%), discount rates (ranging from 15% to 17% and 12% to 17% for the three and nine months ended September 30, 2026, respectively, and 11% to 12% and 10% to 14% for the three and nine months ended September 30, 2025, respectively) and other factors.

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The following table summarizes the changes in the fair value of the derivative liabilities for the RP Multi Tranche Loan Agreement (in thousands):

 

 

RP Multi Tranche Loan Agreement Derivatives

 

 

 

2026

 

 

2025

 

Beginning balance, January 1

 

$

31,100

 

 

$

11,300

 

Change in fair value

 

 

(1,500

)

 

 

400

 

Ending balance, March 31

 

 

29,600

 

 

 

11,700

 

Settlement

 

 

—

 

 

 

(3,900

)

Initial measurement

 

 

—

 

 

 

12,800

 

Change in fair value

 

 

1,100

 

 

 

(3,000

)

Ending balance, June 30

 

 

30,700

 

 

 

17,600

 

Change in fair value

 

 

600

 

 

 

(700

)

Ending balance, September 30

 

$

31,300

 

 

$

16,900

 

 

Note 4 — Research and Development Arrangements

Collaboration for Commercialization of Aficamten in Greater China

Effective December 17, 2024, Sanofi has an exclusive license to develop and commercialize aficamten in China and Taiwan (the "Sanofi License Agreement"). The total maximum development and commercial milestone payments achievable for development and commercial milestone events in the field of oHCM and nHCM are $160.0 million, of which we have already earned $10.0 million in 2024 and $15.0 million in 2025, following regulatory approval of MYQORZO by the National Medical Products Administration ("NMPA") in China and the FDA in the United States. We are also entitled to receive tiered royalties in the low-to-high teens range on the net sales of pharmaceutical products containing aficamten in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents.

The Sanofi License Agreement will, unless terminated earlier, continue on a market-by-market basis until expiration of the relevant royalty term.

Collaboration revenues for China were $0.5 million and $1.7 million for the three and nine months ended September 30, 2026, respectively, related to certain development cost reimbursements, along with an insignificant amount of royalty revenue. Collaboration revenues were not material for the three and nine months ended September 30, 2025. Accounts receivable from Sanofi was $0.5 million as of September 30, 2026 and $15.1 million as of December 31, 2025.

Collaboration for Commercialization of Aficamten in Japan

On November 19, 2024, we announced that we had entered into a collaboration and license agreement with Bayer Consumer Care AG, an affiliate of Bayer AG, for the exclusive development and commercialization of aficamten in Japan, subject to certain reserved development rights of Cytokinetics to continue to conduct certain clinical trials (the "Bayer License Agreement").

License and milestone revenues from Bayer were none for the three months ended September 30, 2026 and 2025, and $11.9 million and $64.3 million for the nine months ended September 30, 2026 and 2025, respectively. The amount recognized in the nine months ended September 30, 2026 relates to the milestone achievement of the first commercial sale of MYQORZO in the United States. Milestones associated with the first dosing of aficamten to the first patient in Japan in a Phase 3 clinical trial in nHCM and in a Phase 3 clinical trial in oHCM were achieved in 2025 and recognized as revenue in 2025. The first dose of aficamten in Japan in a Phase 3 clinical trial in nHCM occurred in June 2025 and the first dose of aficamten in Japan in a Phase 3 clinical trial in oHCM occurred in August 2025. There are no outstanding receivables related to license and milestone revenues from Bayer as of September 30, 2026.

The Company earned €10.0 million in the first quarter of 2026 and remains eligible to receive up to an additional €70.0 million upon achievement of development and commercial milestones. The Company is also eligible to receive up to an additional €490.0 million in commercial milestone payments upon the achievement of certain sales milestones, and tiered royalties on net sales of aficamten in Japan.

Collaboration revenues from Bayer were $2.6 million and $7.2 million for the three and nine months ended September 30, 2026, respectively, and $1.5 million and $5.4 million for the three and nine months ended September 30, 2025, respectively, related to certain research and development cost reimbursements. We had accounts receivable from Bayer of $2.6 million as of September 30, 2026, and $2.6 million as of December 31, 2025.

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We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period. We will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

Research Collaboration

In May 2025, we entered into a research collaboration where we will reimburse our collaborative research partner for their research expenses. The reimbursement of research expenses was $1.0 million and $3.6 million for the three and nine months ended September 30, 2026, respectively, which were recorded as research and development expenses. There was no reimbursement of research expenses for the three and nine months ended September 30, 2025. Subject to the terms of the agreement, our collaborative research partner may receive potential research, development and commercial milestone and royalty payments from us and we may develop and commercialize development candidates.

Note 5 — Fair Value Measurements

We value our financial assets and liabilities at fair value, defined as the price that would be received for assets when sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information reasonably available. Accordingly, we use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider the security issuers’ and the third-party issuers’ credit risk in our assessment of fair value.

We classify fair value based on the observability of those inputs using a hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement):

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and

Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally-developed valuation models.

Fair Value of Financial Assets:

The following tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands):

 

 

 

 

September 30, 2026

 

 

 

Fair Value
Hierarchy
Level

 

Amortized
Cost

 

 

Unrealized
Gains

 

 

Unrealized
Losses

 

 

Fair
Value

 

Money market funds

 

Level 1

 

$

139,545

 

 

$

—

 

 

$

—

 

 

$

139,545

 

U.S. Treasury securities

 

Level 1

 

 

310,461

 

 

 

2

 

 

 

(1,416

)

 

 

309,047

 

U.S. Government agency securities

 

Level 2

 

 

271,489

 

 

 

1

 

 

 

(1,861

)

 

 

269,629

 

Commercial paper

 

Level 2

 

 

342,354

 

 

 

—

 

 

 

(806

)

 

 

341,548

 

Corporate obligations

 

Level 2

 

 

462,574

 

 

 

15

 

 

 

(2,597

)

 

 

459,992

 

 

 

 

$

1,526,423

 

 

$

18

 

 

$

(6,680

)

 

$

1,519,761

 

 

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December 31, 2025

 

 

 

Fair Value
Hierarchy
Level

 

Amortized
Cost

 

 

Unrealized
Gains

 

 

Unrealized
Losses

 

 

Fair
Value

 

Money market funds

 

Level 1

 

$

89,509

 

 

$

—

 

 

$

—

 

 

$

89,509

 

U.S. Treasury securities

 

Level 1

 

 

239,097

 

 

 

574

 

 

 

(7

)

 

 

239,664

 

U.S. Government agency securities

 

Level 2

 

 

201,788

 

 

 

162

 

 

 

(38

)

 

 

201,912

 

Commercial paper

 

Level 2

 

 

289,447

 

 

 

96

 

 

 

(26

)

 

 

289,517

 

Asset-backed securities

 

Level 2

 

 

7,579

 

 

 

7

 

 

 

—

 

 

 

7,586

 

Corporate obligations

 

Level 2

 

 

363,645

 

 

 

457

 

 

 

(53

)

 

 

364,049

 

 

 

 

 

$

1,191,065

 

 

$

1,296

 

 

$

(124

)

 

$

1,192,237

 

Investments in corporate debt securities, commercial paper, asset-backed securities and U.S. Government agency securities are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data.

No credit losses on debt securities were recognized in the periods presented. In its evaluation to determine expected credit losses, management considered all available historical and current information, expectations of future economic conditions, the type of security, the credit rating of the security, and the size of the loss position, as well as other relevant information. The unrealized losses as of September 30, 2026 are attributed to market interest rate changes and are not attributed to credit. The Company does not intend to sell any of these available-for-sale investments before their effective maturity or market price recovery.

Note 6 — Balance Sheet Components

Cash, cash equivalents, and restricted cash

A reconciliation of cash, cash equivalents, and restricted cash reported in the accompanying condensed consolidated balance sheets to the amount reported within the accompanying condensed consolidated statements of cash flows was as follows (in thousands):

 

 

September 30, 2026

 

 

September 30, 2025

 

Cash and cash equivalents

 

$

203,433

 

 

$

225,467

 

Restricted cash

 

 

3,096

 

 

 

3,112

 

Total cash, cash equivalents, and restricted cash as reported within our condensed consolidated statement of cash flows

 

$

206,529

 

 

$

228,579

 

As of September 30, 2026, the Company's restricted cash balance of $3.1 million is used to collateralize certain credit instruments.

Accounts receivable, net

Accounts receivable, net was as follows (in thousands):

 

 

September 30, 2026

 

 

December 31, 2025

 

Accounts receivable, net:

 

 

 

 

 

 

Net product receivables

 

$

30,842

 

 

$

—

 

Collaboration receivables

 

 

3,047

 

 

 

17,764

 

Total accounts receivable, net

 

$

33,889

 

 

$

17,764

 

 

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Inventories

Inventories were as follows (in thousands):

 

 

September 30, 2026

 

 

December 31, 2025

 

Inventories:

 

 

 

 

 

 

Raw materials

 

$

15,053

 

 

$

—

 

Work in process

 

 

1,417

 

 

 

—

 

Finished goods

 

 

465

 

 

 

—

 

Total inventories

 

$

16,935

 

 

$

—

 

Inventories, long-term, are comprised of raw materials and work in process that are expected to be sold beyond the next 12 months.

Accrued liabilities

Accrued liabilities were as follows (in thousands):

 

 

September 30, 2026

 

 

December 31, 2025

 

Accrued liabilities:

 

 

 

 

 

 

Clinical and preclinical costs

 

$

12,989

 

 

$

24,561

 

Compensation related

 

 

47,769

 

 

 

45,150

 

Other accrued expenses

 

 

30,113

 

 

 

13,567

 

Total accrued liabilities

 

$

90,871

 

 

$

83,278

 

 

Note 7 — Debt

Convertible Notes

2031 Notes

The following table presents the total amount of interest cost recognized relating to the 2031 Notes (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

Contractual interest expense

 

$

3,281

 

 

$

401

 

 

$

9,843

 

 

$

401

 

Amortization of debt issuance costs

 

 

843

 

 

 

136

 

 

 

2,383

 

 

 

136

 

Total interest expense recognized

 

$

4,124

 

 

$

537

 

 

$

12,226

 

 

$

537

 

The effective interest rate of the 2031 Notes was 2.23% as of September 30, 2026. As of September 30, 2026, the unamortized debt issuance cost for the 2031 Notes was $17.2 million and will be amortized over approximately 5.1 years.

2027 Notes

The following table presents the total amount of interest cost recognized relating to the 2027 Notes (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

Contractual interest expense

 

$

1,230

 

 

$

4,259

 

 

$

3,690

 

 

$

13,710

 

Amortization of debt issuance costs

 

 

241

 

 

 

804

 

 

 

667

 

 

 

2,367

 

Total interest expense recognized

 

$

1,471

 

 

$

5,063

 

 

$

4,357

 

 

$

16,077

 

The effective interest rate of the 2027 Notes was 4.2% as of September 30, 2026 and 2025. As of September 30, 2026, the unamortized debt issuance cost for the 2027 Notes was $0.7 million and will be amortized over approximately 0.8 years. The 2027 Notes are due July 1, 2027, and have been classified as a current liability as of September 30, 2026. During the three months ended September 30, 2026, the conditions allowing holders of the 2027 Notes to convert were met. As a result, the 2027 Notes are convertible as of September 30, 2026.

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As of September 30, 2026, the estimated fair value of the 2031 Notes and 2027 Notes was $924.3 million and $190.4 million, respectively, and was based upon observable, Level 2 inputs, including pricing information from recent trades of the Convertible Notes.

2026 Notes

The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

Contractual interest expense

 

$

—

 

 

$

211

 

 

$

313

 

 

$

633

 

Amortization of debt issuance costs

 

 

—

 

 

 

32

 

 

 

42

 

 

 

87

 

Total interest expense recognized

 

$

—

 

 

$

243

 

 

$

355

 

 

$

720

 

During the three months ended June 30, 2026, holders converted the remaining $21.1 million aggregate principal amount of the 2026 Notes into 2,002,817 shares of the Company's common stock, together with an immaterial amount of cash paid in lieu of fractional shares. The conversions were completed in accordance with the original conversion terms of the 2026 Notes, and no gain or loss was recognized. As of September 30, 2026, the 2026 Notes were fully converted and no principal amount remained outstanding.

The effective interest rate of the 2026 Notes was 4.6% before the conversion in May 2026 and as of September 30, 2025.

Note 8 — Stockholders’ Equity

Equity Incentive Plan

Our 2004 Plan provides for us to grant incentive stock options, non-statutory stock options, restricted stock, stock appreciation rights, restricted stock units, performance shares and performance units to employees, directors, and consultants. We may grant options for terms of up to ten years at prices not lower than 100% of the fair market value of our common stock on the date of grant. Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years. Options granted to existing employees generally vest monthly over a period of four years.

Our annual grant of stock-based compensation takes place during the first quarter of each year. Our stock options and restricted stock units granted during the first quarter of 2026 were as follows:

 

 

Grants

 

 

Weighted
Average Grant Date Fair Value per Share

 

 Stock options

 

 

1,518,443

 

 

$

60.20

 

 Restricted stock units

 

 

1,460,603

 

 

$

60.16

 

In May 2025, our stockholders approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by an additional 5.0 million shares.

As of September 30, 2026, the total authorized shares under the 2004 Plan available for grant were 3.8 million.

Total stock-based compensation expense was recorded in the condensed consolidated statements of operations and comprehensive loss, and allocated as follows (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

 Research and development

 

$

15,115

 

 

$

15,138

 

 

$

44,631

 

 

$

40,358

 

 Selling, general and administrative

 

 

19,606

 

 

 

15,558

 

 

 

56,195

 

 

 

41,422

 

 

 

$

34,721

 

 

$

30,696

 

 

$

100,826

 

 

$

81,780

 

For the three and nine months ended September 30, 2026, we capitalized approximately $0.7 million and $1.8 million, respectively, of stock-based compensation into inventories.

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Performance Stock Units

During 2025 through the second quarter of 2026, the Compensation Committee granted a total of 759,182 performance stock units ("PSUs") to certain employees with a grant date fair value ranging from $44.36 to $71.38 per unit. The fair value of the PSUs was determined on the grant date based on the fair value of the Company’s common stock at such time. The PSU awards are subject to performance goals and will be earned as to a pre-determined fixed number of shares subject to the certification by the Compensation and Talent Committee of the Company’s Board of Directors (the “Compensation Committee”) that the Company has achieved one or more of the relevant performance goals, in each case vesting as to 50% of the earned shares on the applicable Compensation Committee certification date and as to the remaining 50% of the earned shares following the one-year anniversary of the applicable Compensation Committee certification date.

The Company recognized expense for the PSUs of $1.9 million and $4.2 million for the three and nine months ended September 30, 2026, respectively, compared to expense of $0.8 million and $0.9 million for the three and nine months ended September 30, 2025, respectively. There was $9.3 million of unamortized stock-based compensation related to the portion of PSUs vesting that is deemed probable as of September 30, 2026.

Public Offering of Common Stock

On May 8, 2026, the Company closed an underwritten public offering of 11,338,028 shares of common stock at a public offering price of $71.00 per share, which included the exercise in full by the underwriters of their option to purchase up to 1,478,873 shares of common stock at the public offering price. The net proceeds to the Company from the offering were approximately $760.1 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

At-the-Market Sales of Common Stock

On February 27, 2025, we entered into an Open Market Sale AgreementSM with Jefferies LLC under which we may offer and sell, from time to time, at our sole discretion, shares of common stock in “at the market offerings” pursuant to Rule 415(a)(4) under the Securities Act of 1933 through Jefferies LLC, as sales agent. As of September 30, 2026, we have not sold any shares of common stock under the Open Market Sale AgreementSM with Jefferies LLC.

Note 9 — Commitments and Contingencies

Legal Matters

From time to time, the Company is a party to legal proceedings in the course of the Company's business. The outcome of such matters is inherently uncertain and often involves significant judgment in assessing risk and estimating potential exposure. Accruals are recognized for legal matters when a loss is both probable and reasonably estimable. As of September 30, 2026, no material contingent liabilities have been recognized. If a material loss is reasonably possible and we can estimate the amount or range of the loss, we disclose such information. Unless otherwise noted, either the outcome of these matters is not expected to be material, or the potential loss cannot be reasonably estimated.

In re Cytokinetics, Incorporated Securities Litigation

On September 17, 2025, a putative stockholder class action lawsuit was filed against the Company and its Chief Executive Officer in the United States District Court for the Northern District of California, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The action was purportedly filed on behalf of a class consisting of all investors who purchased or otherwise acquired the Company's common stock between December 27, 2023 and May 6, 2025. The complaint alleges that the Company made materially false and misleading statements regarding the timeline for the NDA regulatory approval process for aficamten and failed to disclose related material risks. The complaint seeks unspecified damages, together with interest, attorneys' fees, and costs.

On December 22, 2025, the Court appointed Gilbert Rosenthal as Lead Plaintiff and approved his selection of Pomerantz LLP as Lead Counsel. The action is now captioned In re Cytokinetics, Incorporated Securities Litigation, Case No. 3:25-cv-07923-RFL. On March 10, 2026, Lead Plaintiff filed an amended complaint, which, among other things, added the Company's Chief Financial Officer as a defendant. The Company filed a motion to dismiss the amended complaint and Lead Plaintiff filed an opposition to the motion. The court's decision on the Company’s motion to dismiss is pending.

The Company and the individual defendants dispute the allegations in the amended complaint and intend to vigorously defend against the action.

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Pohlmann v. Blum, et al.

On March 9, 2026, a purported stockholder derivative action captioned Pohlmann v. Blum, et al., Case No. 3:26-cv-01998-RFL, was filed in the United States District Court for the Northern District of California against certain of the Company's current and former directors and its Chief Executive Officer, with the Company named as a nominal defendant. The complaint asserts claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, contribution under the Securities Exchange Act of 1934, and violations of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The allegations are based substantially on the same underlying facts and circumstances as those alleged in In re Cytokinetics, Incorporated Securities Litigation and principally concern statements regarding the Company's New Drug Application for aficamten and the subsequent extension of the related PDUFA action date. The complaint seeks, among other relief, unspecified damages on behalf of the Company, disgorgement, corporate governance reforms, and attorneys' fees and costs.

On March 27, 2026, the Court found the derivative action to be related to In re Cytokinetics, Incorporated Securities Litigation and reassigned the matter accordingly. On April 16, 2026, the Court entered an order, pursuant to the parties' stipulation, staying the derivative action in its entirety during the pendency of any motion to dismiss in the securities class action, subject to customary terms.

The Company and the individual defendants dispute the allegations in the derivative action and intend to vigorously defend against the matter.

Cytokinetics, Incorporated v. Bristol-Myers Squibb Company and MyoKardia, Inc.

On August 13, 2026, the Company filed a complaint in the United States District Court for the District of Delaware against Bristol-Myers Squibb Company (“BMS”) and its wholly owned subsidiary, MyoKardia, Inc. (“MyoKardia”), seeking a declaratory judgment of non-infringement and invalidity of U.S. Patent No. 12,616,697 (the “’697 Patent”) under the United States patent laws. The ’697 Patent, which issued on May 5, 2026 and is assigned to MyoKardia, claims methods of treating patients having cardiac hypercontractility, impaired cardiac relaxation and/or left ventricular hypertrophy who are undergoing beta blocker therapy by discontinuing or reducing the beta blocker therapy and administering a myosin inhibitor, and certain of its claims specifically recite aficamten, the active ingredient in MYQORZO.

The complaint alleges, among other things, that the claims of the ’697 Patent reciting aficamten were added by amendment in November 2025, shortly before the FDA approval of MYQORZO, that the defendants were not involved in the discovery, development or commercialization of aficamten and have no right to make or sell MYQORZO, and that the defendants have not provided assurance that they will not assert the ’697 Patent against MYQORZO. The complaint asserts that the Company does not directly or indirectly infringe any claim of the ’697 Patent and that the claims of the ’697 Patent are invalid, including for anticipation, obviousness and lack of adequate written description and enablement. The complaint seeks declarations of non-infringement and invalidity, an injunction prohibiting the defendants from threatening or initiating infringement litigation against the Company or the users, prescribers, distributors or customers of MYQORZO relating to the ’697 Patent, and an award of costs and attorneys’ fees.

The defendants have not yet responded to the complaint. The Company is unable to predict the outcome of this matter or the timing of its resolution.

Other Commitment

We have approximately $24.8 million of non-cancellable commitments related to purchases of materials and inventory manufacturing agreements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included elsewhere in this report. Operating results are not necessarily indicative of results that may occur in future periods.

This report contains forward-looking statements indicating expectations about future performance and other forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. All statements other than statements of historical fact, including statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, expectations, plans or intentions relating to clinical development, product candidates, the regulatory approval process (including the timing of our planned submission of a supplemental NDA to the FDA for aficamten for the treatment of symptomatic nHCM and the timing and outcome of any FDA review of that submission), our commercialization efforts for MYQORZO, products and markets, and business trends and other information referred to under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “assume,” “believe,” “commitment,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” “seek” and similar expressions intended to identify forward-looking statements. We have made these statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to certain risks and uncertainties, which could cause actual results, outcomes, and the timing of events to differ materially from the results discussed in the forward-looking statements.

In addition, these forward-looking statements are subject to the risks and uncertainties discussed in the “Risk Factors” section and elsewhere in this document. Such statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Overview

We are a biopharmaceutical company focused on discovering, developing and commercializing novel muscle activators and muscle inhibitors as potential treatments for debilitating diseases in which muscle performance is compromised and/or declining. We have discovered and are developing muscle-directed investigational medicines that may potentially improve the health span of people with devastating cardiovascular and neuromuscular diseases of impaired muscle function. Our first commercial product is MYQORZO® (aficamten), 5 mg, 10 mg, 15 mg, and 20 mg tablets, which the FDA approved in December 2025. MYQORZO is an allosteric and reversible inhibitor of cardiac myosin motor activity. The approval of MYQORZO included a risk evaluation and mitigation strategy program, otherwise known as a REMS, intended to support a favorable benefit-risk profile in light of the risk of heart failure due to systolic dysfunction. In patients with oHCM, myosin inhibition with MYQORZO reduces cardiac contractility and left ventricular outflow tract obstruction. MYQORZO became available for prescription to patients on or around January 27, 2026. In addition, in February 2026, the European Commission approved MYQORZO® (aficamten), 5 mg, 10 mg, 15 mg and 20 mg tablets for the treatment of symptomatic (New York Heart Association, NYHA, class II-III) oHCM in adult patients. In July 2026, the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA) granted MYQORZO a marketing authorization across the United Kingdom for the treatment of symptomatic (NYHA class II-III) oHCM in eligible adult patients, and the National Institute for Health and Care Excellence (NICE) concurrently issued guidance recommending aficamten for use in eligible adult patients in England and Wales. In October 2026, Health Canada issued a Notice of Compliance authorizing MYQORZO® (aficamten) for the treatment of symptomatic obstructive hypertrophic cardiomyopathy (oHCM) of NYHA class II-III in adult patients. Moreover, in December 2025, the China National Medical Products Administration approved MYQORZO for the treatment of adults with (NYHA class II-III) oHCM, to improve exercise capacity and symptoms.

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Behind MYQORZO, we are making disciplined pipeline investments in investigational products that are at discovery, preclinical and clinical stages of research and development. All our research and development activities relate to the biology of muscle function and have evolved from our knowledge and expertise regarding the cytoskeleton, a complex biological infrastructure that plays a fundamental role within every human cell. As a leader in muscle biology and the mechanics of muscle performance, we are discovering and developing small molecule drug candidates specifically engineered to impact muscle function and contractility with the objective of building a sustainable specialty biopharmaceutical business.

Our specific focus on the biology of the cytoskeleton distinguishes us from other biopharmaceutical companies and potentially positions us to identify or discover and develop and commercialize novel therapeutics that may be useful for the treatment of severe diseases and medical conditions. We intend to leverage our experience in muscle contractility to expand our current pipeline and expect to identify additional potential drug candidates that may be suitable for clinical development and commercialization.

Cytokinetics’ Marketed Product: MYQORZO®

MYQORZO® (aficamten), is a novel, oral, small molecule cardiac myosin inhibitor that our scientists discovered for the treatment of symptomatic oHCM. MYQORZO was designed to reduce the hypercontractility associated with HCM. In preclinical models, MYQORZO reduces myocardial contractility by binding directly to cardiac myosin at a distinct and selective allosteric binding site, thereby preventing myosin from entering a force producing state. MYQORZO reduces the number of active actin-myosin cross bridges during each cardiac cycle and consequently reduces myocardial contractility.

HCM is the most common monogenic inherited cardiovascular disorder, with well over 400,000 patients diagnosed in the U.S. However, there are an estimated 400,000-800,000 additional patients who remain undiagnosed. The diagnosis rate for oHCM is growing at approximately the same rate as the population, while the diagnosis rate for nHCM has been increasing with recent year-over-year growth estimated to be in the low double digits. Estimates vary but we believe approximately half of patients with HCM have oHCM, in which the thickening of the cardiac muscle leads to LVOT obstruction, while the remaining HCM patients have nHCM, in which blood flow is not impacted, but the heart muscle is still thickened. HCM is fairly evenly split across gender and while patients are typically diagnosed in their early 40s, the average age of an oHCM patient is in the early 60s. People with HCM are at high risk of also developing cardiovascular complications, including atrial fibrillation, stroke and mitral valve disease. People with HCM are at risk for potentially fatal ventricular arrhythmias, and HCM is one of the leading causes of sudden cardiac death in younger people or athletes. A subset of patients with HCM are at high risk of progressive disease leading to dilated cardiomyopathy and heart failure necessitating cardiac transplantation.

In December 2025, the FDA approved MYQORZO, 5 mg, 10 mg, 15 mg, and 20 mg tablets for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms. MYQORZO is an allosteric and reversible inhibitor of cardiac myosin motor activity. The approval of MYQORZO included a risk evaluation and mitigation strategy (REMS) program intended to support a favorable benefit-risk profile in light of the risk of heart failure due to systolic dysfunction. In addition, in February 2026, the European Commission approved MYQORZO® (aficamten), 5 mg, 10 mg, 15 mg and 20 mg tablets for the treatment of symptomatic (New York Heart Association, (NYHA), class II-III) obstructive hypertrophic cardiomyopathy (oHCM) in adult patients. In July 2026, the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA) granted MYQORZO a marketing authorization across the United Kingdom for the treatment of symptomatic (NYHA class II-III) oHCM in eligible adult patients, and the National Institute for Health and Care Excellence (NICE) concurrently issued guidance recommending aficamten for use in eligible adult patients in England and Wales. In October 2026, Health Canada issued a Notice of Compliance authorizing MYQORZO® (aficamten) for the treatment of symptomatic obstructive hypertrophic cardiomyopathy (oHCM) of NYHA class II-III in adult patients. Moreover, in December 2025, the China National Medical Products Administration approved MYQORZO for the treatment of adults with (NYHA class II-III) oHCM, to improve exercise capacity and symptoms.

We commenced commercial sales of MYQORZO in the United States in the first quarter of 2026. Our market research supports our belief that MYQORZO will be highly competitive amongst cardiac myosin inhibitors, potentially eventually achieving a greater than 50% market share in the United States but also growing the cardiac myosin inhibitor category overall.

The commercial prospects for MYQORZO depend on three launch drivers: clinical evidence, HCPs and patients experience with the prescribing process, and the approved label. Clinical evidence shows that treatment with MYQORZO in adult patients with symptomatic oHCM led to rapid and sustained reduction in obstruction and improvement in symptoms. The HCP experience informed our Cardiac Account Specialist (CAS) design, including its single point of accountability with our field sales organization and our bespoke patient support program, MYQORZO and You™ for patients and HCPs.

The MYQORZO prescribing information allows for flexibility to titrate as early as two weeks, with echocardiogram assessment within 2 to 8 weeks following dose initiation and any subsequent dose changes, and importantly, a patient's dose may be titrated as needed after each echocardiogram with no delay.

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In the European Union, we commenced commercialization activities in Germany in the second quarter of 2026 to be followed by other major European countries. In July 2026, the Medicines and Healthcare products Regulatory Agency (MHRA) granted MYQORZO marketing authorization across the United Kingdom for the treatment of symptomatic (NYHA class II-III) oHCM in eligible adult patients. At the same time, the National Institute for Health and Care Excellence (NICE) issued guidance recommending aficamten as an option to treat symptomatic oHCM in eligible adults with NYHA class II-III in England and Wales, as an add-on to individually optimized standard care (including beta-blockers, non-dihydropyridine calcium-channel blockers or disopyramide) or alone if those treatments are contraindicated, provided we supply it in accordance with the agreed commercial arrangement. We expect the UK product launch later this year. In October 2026, Health Canada issued a Notice of Compliance authorizing MYQORZO® (aficamten) for the treatment of symptomatic obstructive hypertrophic cardiomyopathy (oHCM) of New York Heart Association (NYHA) class II-III in adult patients. MYQORZO is also approved in China for the treatment of adults with (NYHA class II-III) oHCM, to improve exercise capacity and symptoms. Sanofi has the commercial rights for China and Taiwan and commenced commercialization of MYQORZO in the first quarter of 2026.

Finally, in January 2026 we submitted, and the FDA subsequently accepted for filing, a supplemental NDA for MYQORZO to the FDA requesting to include the results of MAPLE-HCM, a Phase 3 randomized, double blind, active-comparator clinical trial of aficamten as monotherapy compared to metoprolol as a monotherapy in patients with obstructive HCM, in the label. The FDA assigned a standard review classification to the sNDA with a PDUFA date of November 14, 2026. In addition, in August 2026 we announced positive primary results from ACACIA-HCM, the pivotal Phase 3 clinical trial of aficamten in patients with symptomatic nHCM, which met both of its dual primary endpoints. Based on these results, we plan to submit a supplemental NDA to the FDA for aficamten for the treatment of adult patients with symptomatic nHCM in the fourth quarter of 2026. Our plans and expectations regarding the timing of this submission are forward-looking statements and are subject to risks and uncertainties, including those described under “Risk Factors” and “Forward-Looking Statements” in this report; the actual timing of the submission, and whether the FDA will accept it for filing or approve it, may differ materially from our current expectations.

Research and Development Programs

Our research and development activities related to muscle contractility include our cardiac muscle contractility programs and our skeletal muscle contractility programs. We also conduct research and development on novel treatments for disorders involving muscle function beyond muscle contractility.

We are leveraging our current understandings of muscle biology to investigate new ways of modulating other aspects of muscle function for other potential therapeutic applications.

Specialty Cardiology Programs

Our specialty cardiology program is focused on the cardiac sarcomere, the basic unit of muscle contraction in the heart. The cardiac sarcomere is a highly ordered cytoskeletal structure composed of cardiac myosin, actin and a set of regulatory proteins. Cardiac myosin is the cytoskeletal motor protein in the cardiac muscle cell. It is directly responsible for converting chemical energy into the mechanical force, resulting in cardiac muscle contraction. Our most advanced cardiac program, MYQORZO (aficamten), is based on the hypothesis that inhibitors of cardiac myosin may attenuate the hyperdynamic contraction resulting from pathologic mutations in the sarcomere that lead to hypertrophic cardiomyopathies. MYQORZO was approved in the U.S., Europe and China for the treatment of adults with symptomatic oHCM. We submitted a supplemental NDA to the FDA in January 2026 with the intent to include the results of MAPLE-HCM (a Phase 3 randomized, double blind, active-comparator clinical trial of aficamten as monotherapy compared to metoprolol as a monotherapy in patients with obstructive HCM) in the label. Finally, as described below, we evaluated aficamten for the potential treatment of adults with symptomatic nHCM in ACACIA-HCM.

In addition, omecamtiv mecarbil is our late-stage clinical program directed to the hypothesis that activators of cardiac myosin may target the underlying deficit of cardiac contractility in heart failure with severely reduced ejection fraction and address certain adverse properties of existing positive inotropic agents. Omecamtiv mecarbil is a novel cardiac myosin activator that works by directly stimulating the activity of the cardiac myosin motor protein, without increasing the intracellular calcium concentration. This drug candidate accelerates the rate-limiting step of the myosin enzymatic cycle and shifts it in favor of the force-producing state. Rather than increasing the velocity of cardiac contraction, this mechanism lengthens the systolic ejection time, which results in increased cardiac function in a potentially more oxygen-efficient manner.

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Aficamten

Aficamten is a novel, oral, small molecule cardiac myosin inhibitor that our scientists discovered for the treatment of HCM. Aficamten arose from an extensive chemical optimization program conducted with attention to therapeutic index and pharmacokinetic properties. Aficamten was designed to reduce the hypercontractility associated with HCM. In preclinical models, aficamten reduces myocardial contractility by binding directly to cardiac myosin at a distinct and selective allosteric binding site, thereby preventing myosin from entering a force producing state. Aficamten reduces the number of active actin-myosin cross bridges during each cardiac cycle and consequently reduces myocardial contractility. This mechanism of action may be therapeutically effective in conditions characterized by excessive hypercontractility, such as HCM. The preclinical pharmacokinetics of aficamten were characterized, evaluated and optimized for potential rapid onset, ease of titration and rapid symptom relief.

The development program for aficamten has assessed its potential as a treatment to improve exercise capacity and relieve symptoms in patients with oHCM. In addition, development work is ongoing to assess aficamten for its potential long-term effects on cardiac structure and function.

SEQUOIA-HCM

Aficamten was evaluated in SEQUOIA-HCM, a positive pivotal Phase 3 clinical trial in patients with symptomatic oHCM. The results from SEQUOIA-HCM showed that treatment with aficamten for 24 weeks significantly improved exercise capacity compared to placebo. Statistically significant and clinically meaningful improvements were also observed in all 10 prespecified secondary endpoints, with functional and symptomatic improvements occurring within two weeks of initiating treatment with aficamten and sustained throughout the treatment period. The safety of aficamten was consistent with previous trials.

MAPLE-HCM

Aficamten was also evaluated in MAPLE-HCM, a Phase 3 randomized, double blind, active-comparator clinical trial of aficamten as monotherapy compared to metoprolol as a monotherapy in patients with obstructive HCM which demonstrated a statistically significant improvement in peak oxygen uptake (pVO2) from baseline to Week 24 for aficamten compared to metoprolol. The safety of aficamten was consistent with previous trials.

ACACIA-HCM

Aficamten was also evaluated in ACACIA-HCM, a Phase 3 randomized, double blind placebo-controlled clinical trial in patients with symptomatic nHCM. In August 2026, the primary results from ACACIA-HCM were presented in a Hot Line Session at the European Society of Cardiology (ESC) Congress 2026 in Munich, Germany, and simultaneously published in The New England Journal of Medicine. ACACIA-HCM met both dual primary endpoints, demonstrating statistically significant improvements from baseline to Week 36 compared to placebo in both Kansas City Cardiomyopathy Questionnaire Clinical Summary Score (KCCQ) and maximal exercise performance (pVO2). Results for the dual primary endpoint analysis consistently favored aficamten across prespecified subgroups studied. The improvement in KCCQ was robust and consistent throughout the treatment period in participants on aficamten. Following washout, KCCQ decreased for participants on aficamten to match the placebo group. At Week 36, pVO2 increased for participants on aficamten, while it remained unchanged for participants on placebo, consistent with prior trials of aficamten in oHCM. Statistically significant (p<0.001) improvements compared to placebo were observed in key secondary endpoints including the proportion of participants with improvements in NYHA Functional Class, the composite z-score of ventilatory efficiency and pVO2, and NT-proBNP. Aficamten was generally well tolerated. Left ventricular ejection fraction (LVEF) <50% occurred in 10% of participants taking aficamten and in 1% of participants taking placebo. Overall, 12 (4.7%) patients on aficamten had serious adverse events of heart failure compared to three patients (1.2%) on placebo.

Based on the positive results from ACACIA-HCM, we plan to submit a supplemental NDA to the FDA for aficamten for the treatment of adult patients with symptomatic nHCM in the fourth quarter of 2026. This expectation is a forward-looking statement; the timing of any submission depends on, among other things, the completion of our analyses of the ACACIA-HCM data and the preparation of the required regulatory documentation, and any sNDA we submit will be subject to review by the FDA, which may not accept it for filing or approve it on the timeline we anticipate, or at all.

Aficamten continues to be evaluated in CEDAR-HCM, a clinical trial of aficamten in a pediatric population with oHCM; and FOREST-HCM, an open-label extension clinical study of aficamten in patients with HCM. We recently completed cohort 1 of CEDAR-HCM in the third quarter of 2026.

Omecamtiv mecarbil

We are developing omecamtiv mecarbil as a potential treatment across the continuum of care in heart failure with severely reduced ejection fraction both for use in the hospital setting and for use in the outpatient setting.

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Omecamtiv mecarbil is a selective, small molecule cardiac myosin activator, the first of a novel class of myotropes designed to directly target the contractile mechanisms of the heart, binding to and recruiting more cardiac myosin heads to interact with actin during systole. Omecamtiv mecarbil is designed to increase the number of active actin-myosin cross bridges during each cardiac cycle and consequently augment the impaired contractility that is associated with heart failure with reduced ejection fraction, or HFrEF.

GALACTIC-HF

GALACTIC-HF is a Phase 3 cardiovascular outcomes clinical trial of omecamtiv mecarbil that was conducted by Amgen in collaboration with Cytokinetics. The primary objective of this double-blind, randomized, placebo-controlled multicenter clinical trial was to determine if treatment with omecamtiv mecarbil when added to standard of care is superior to standard of care plus placebo in reducing the risk of cardiovascular death or heart failure events in patients with high-risk chronic heart failure and reduced ejection fraction.

The results of GALACTIC-HF showed a statistically significant effect of treatment with omecamtiv mecarbil to reduce risk of the primary composite endpoint of CV death or heart failure events (heart failure hospitalization and other urgent treatment for heart failure) compared to placebo in patients treated with standard of care after a median duration of follow up of 21.8 months.

COMET-HF

Based on supplemental and subgroup analyses suggesting that certain biologically plausible subgroups of patients treated with omecamtiv mecarbil in GALACTIC-HF may have benefited more than the general patient population in the trial due to the high unmet need in patients with heart failure with severely reduced ejection fraction, we are continuing the development program for omecamtiv mecarbil. In the fourth quarter of 2024, we commenced patient enrollment in COMET-HF (Confirmation of Omecamtiv Mecarbil Efficacy Trial in Heart Failure), a Phase 3 multi-center, double-blind, randomized, placebo-controlled trial to assess the efficacy and safety of omecamtiv mecarbil in patients with symptomatic HFrEF with severely reduced ejection fraction. The primary endpoint of COMET-HF is the time to first event in the primary composite endpoint of cardiovascular death, first heart failure event, LVAD implantation or cardiac transplantation, or stroke. COMET-HF is expected to enroll approximately 1,800 patients randomized on a 1:1 basis to receive omecamtiv mecarbil or placebo for up to 48 weeks.

Ulacamten (f/k/a CK-586)

Ulacamten is a novel, selective, oral, small molecule cardiac myosin inhibitor designed to reduce the hypercontractility associated with heart failure with preserved ejection fraction, or HFpEF. Approximately half of the estimated 6.7 million patients in the United States with heart failure have HFpEF, and the prevalence of HFpEF is increasing. A subset of HFpEF patients with hypercontractility, ventricular hypertrophy, elevated biomarkers and symptoms of heart failure may benefit from treatment with a cardiac sarcomere inhibitor. Approximately 75% of patients with HFpEF die within five years of initial hospitalization, and 84% are re-hospitalized. Despite broad use of standard treatments and advances in care, the prognosis for patients with heart failure is poor.

AMBER-HFpEF

In the fourth quarter of 2024, we announced the design of AMBER-HFpEF (Assessment of Ulacamten in a Multi-Center, Blinded Evaluation of Safety and Tolerability Results in HFpEF), a Phase 2 randomized, placebo-controlled, double-blind, multi-center, dose-finding clinical trial in patients with symptomatic HFpEF with left ventricular ejection fraction ≥ 60%. The primary objective is to evaluate the safety and tolerability profile of ulacamten compared to placebo. The secondary objectives include assessing the effect of ulacamten on LVEF and NT-proBNP, its pharmacokinetics, and its pharmacokinetic/pharmacodynamic relationship. AMBER-HFpEF is currently enrolling patients, and we expect to complete enrollment in cohort 1 of the study by the end of 2026.

Neuromuscular Program

Our neuromuscular program is focused on the activation of the skeletal sarcomere, the basic unit of skeletal muscle contraction. The skeletal sarcomere is a highly ordered cytoskeletal structure composed of skeletal muscle myosin, actin, and a set of regulatory proteins, which include the troponins and tropomyosin. This program leverages our expertise developed in our ongoing discovery and development of cardiac sarcomere activator.

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In the fourth quarter of 2024, we announced that the first participants have been dosed in a Phase 1 randomized, double-blind, placebo-controlled, multi-part, single and multiple ascending dose clinical study of CK-089 in healthy human participants. CK-089 is a fast skeletal muscle troponin activator with potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired muscle function. The primary objective of this Phase 1 randomized, double-blind, placebo-controlled, multi-part single and multiple ascending dose clinical study is to evaluate the safety, tolerability and pharmacokinetics of CK-089 when administered orally as single or multiple doses to healthy participants. The study design includes single ascending dose cohorts and multiple-dose ascending cohorts comprised of 10 participants each. Our clinical development program for CK-089 was subject to a partial clinical hold from FDA that limited our ability to dose patients at doses anticipated to result in plasma exposures higher than certain levels. FDA subsequently lifted the partial clinical trial hold in the second quarter of 2026. We are continuing the second Phase 1 randomized, double-blind, placebo-controlled single ascending dose clinical study of CK-089 in healthy human participants.

Results of Operations

Revenues

Our revenues prior to 2026 were primarily from our collaboration partners. We did not generate any revenue from commercial product sales prior to December 31, 2025. MYQORZO for adults with symptomatic oHCM was approved by the FDA in December 2025 and our first commercial sale of MYQORZO occurred in the first quarter of 2026.

Revenues for the three and nine months ended September 30, 2026 and 2025, were as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

Net product revenue

 

$

44,507

 

 

$

—

 

 

$

44,507

 

 

$

74,630

 

 

$

—

 

 

$

74,630

 

Collaboration revenues

 

 

3,050

 

 

 

1,936

 

 

 

1,114

 

 

 

8,977

 

 

 

5,931

 

 

 

3,046

 

License and milestone revenues

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11,929

 

 

 

64,353

 

 

 

(52,424

)

Total revenues

 

$

47,557

 

 

$

1,936

 

 

$

45,621

 

 

$

95,536

 

 

$

70,284

 

 

$

25,252

 

Net product revenue was recorded for our commercial sales of MYQORZO, for the three and nine months ended September 30, 2026.

Net product revenue by geographic area for the three and nine months ended September 30, 2026 and 2025, were as follows (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

United States

 

$

43,058

 

 

$

—

 

 

$

70,811

 

 

$

—

 

Europe

 

 

1,449

 

 

 

—

 

 

 

3,819

 

 

 

—

 

 Total net product revenue

 

$

44,507

 

 

$

—

 

 

$

74,630

 

 

$

—

 

Collaboration revenues for the three and nine months ended September 30, 2026 and 2025 were primarily from Bayer under the Bayer License Agreement related to certain research and development cost reimbursements.

License and milestone revenues for the nine months ended September 30, 2026 were from Bayer related to the first commercial sale of MYQORZO in the United States. License and milestone revenues for the nine months ended September 30, 2025 were primarily from Bayer related to the delivery of the license and completion of the technology transfer totaling $52.4 million and certain clinical milestone achievements totaling $11.8 million.

As of September 30, 2026, the accounts receivable, net balance was $33.9 million comprised of $30.8 million related to product revenue, $2.6 million related to Bayer, and $0.5 million related to Sanofi.

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Operating expenses

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

Research and development

 

$

99,285

 

 

$

97,297

 

 

$

1,988

 

 

$

292,617

 

 

$

305,697

 

 

$

(13,080

)

Selling, general and administrative

 

 

113,144

 

 

 

69,458

 

 

 

43,686

 

 

 

322,437

 

 

 

192,548

 

 

 

129,889

 

Cost of goods sold

 

 

(454

)

 

 

—

 

 

 

(454

)

 

 

2,437

 

 

 

—

 

 

 

2,437

 

Collaboration cost of revenues (a)

 

 

2,670

 

 

 

1,936

 

 

 

734

 

 

 

7,923

 

 

 

5,931

 

 

 

1,992

 

Total operating expenses

 

$

214,645

 

 

$

168,691

 

 

$

45,954

 

 

$

625,414

 

 

$

504,176

 

 

$

121,238

 

(a) Includes costs incurred in connection with manufacturing drug supplies for collaboration partners.

Operating expenses included stock-based compensation expense of $34.7 million and $30.7 million for the three months ended September 30, 2026 and 2025, respectively, and $100.8 million and $81.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Research and development expenses

We incur research and development expenses that consist of employee compensation, supplies and materials, costs for consultants, contract research, clinical manufacturing and facilities and depreciation costs.

Research and development expenses for the three and nine months ended September 30, 2026 and 2025, were as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

External costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Aficamten

 

$

16,930

 

 

$

21,548

 

 

$

(4,618

)

 

$

52,890

 

 

$

77,306

 

 

$

(24,416

)

  Omecamtiv Mecarbil

 

 

8,258

 

 

 

5,264

 

 

 

2,994

 

 

 

22,654

 

 

 

12,828

 

 

 

9,826

 

  Other programs

 

 

4,694

 

 

 

3,319

 

 

 

1,375

 

 

 

13,097

 

 

 

9,717

 

 

 

3,380

 

  Unallocated

 

 

10,689

 

 

 

9,068

 

 

 

1,621

 

 

 

28,219

 

 

 

38,621

 

 

 

(10,402

)

Total external costs

 

 

40,571

 

 

 

39,199

 

 

 

1,372

 

 

 

116,860

 

 

 

138,472

 

 

 

(21,612

)

Internal costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee related

 

 

44,465

 

 

 

43,766

 

 

 

699

 

 

 

135,264

 

 

 

124,086

 

 

 

11,178

 

Facilities, lab supplies and other

 

 

14,249

 

 

 

14,332

 

 

 

(83

)

 

 

40,493

 

 

 

43,139

 

 

 

(2,646

)

Total internal costs

 

 

58,714

 

 

 

58,098

 

 

 

616

 

 

 

175,757

 

 

 

167,225

 

 

 

8,532

 

Total research and development expenses

 

$

99,285

 

 

$

97,297

 

 

$

1,988

 

 

$

292,617

 

 

$

305,697

 

 

$

(13,080

)

Research and development expenses for the three months ended September 30, 2026 increased by $2.0 million compared to the three months ended September 30, 2025. The increase was primarily due to higher clinical trial activity and higher personnel-related costs.

Research and development expenses for the nine months ended September 30, 2026 decreased by $13.1 million compared to the nine months ended September 30, 2025. The decrease was primarily due to higher clinical trial activity, supply chain costs and medical affairs activities in 2025 partially offset by higher personnel-related costs in 2026.

Our development program for aficamten continues with CEDAR-HCM, our placebo-controlled and open-label extension clinical trial to evaluate the efficacy, pharmacokinetics (PK) and safety of aficamten in a pediatric population with symptomatic oHCM. Additionally, we have FOREST-HCM which is an open label extension study designed to assess the long-term safety and tolerability of aficamten in patients with HCM.

We continue to develop omecamtiv mecarbil in COMET-HF, a Phase 3 clinical trial of omecamtiv mecarbil in patients with symptomatic HFrEF with severely reduced ejection fraction. The intention of the $100 million RP OM Loan Agreement was to partially cover the costs of COMET-HF.

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We continue to develop ulacamten in AMBER-HFpEF, a Phase 2 clinical trial of ulacamten in patients with symptomatic HFpEF, in which patient enrollment commenced in the first quarter of 2025. The $50 million in proceeds from the RP Ulacamten RPA are intended to offset expenses related to the conduct of AMBER-HFpEF. If the results of AMBER-HFpEF are supportive of continuing the development of ulacamten and commencing a Phase 3 clinical trial, Royalty Pharma has the option to fund potentially 50% of the continued development of ulacamten up to $150 million, subject to Royalty Pharma’s opt-in right to acquire an additional 3.5% revenue interest in our or our licensee’s future worldwide net sales of drug products containing ulacamten.

In the fourth quarter of 2024, we announced that the first participants have been dosed in a Phase 1 randomized, double-blind, placebo-controlled, multi-part, single and multiple ascending dose clinical study of CK-089 in healthy human participants. CK-089 is a fast skeletal muscle troponin activator with potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired muscle function. The primary objective of this Phase 1 randomized, double-blind, placebo-controlled, multi-part single and multiple ascending dose clinical study is to evaluate the safety, tolerability and pharmacokinetics of CK-089 when administered orally as single or multiple doses to healthy participants. The study design includes single ascending dose cohorts and multiple-dose ascending cohorts comprised of 10 participants each. Our clinical development program for CK-089 was subject to a partial clinical hold from FDA. FDA subsequently lifted the partial clinical trial hold in the second quarter of 2026. We are continuing the second Phase 1 randomized, double-blind, placebo-controlled single ascending dose clinical study of CK-089 in healthy human participants.

We expect that research and development expenses will be flat to declining in 2026 relative to 2025 due to the completion of MAPLE-HCM and ACACIA-HCM, partially offset by the continuation of COMET-HF, AMBER-HFpEF, CEDAR-HCM, FOREST-HCM and any additional clinical trials we may choose to undertake in connection with CK-089 or any other drug candidates.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of personnel costs, facilities and overhead costs, and selling, marketing and advertising expenses, as well as other general and administrative costs related to finance, human resources, legal and other administrative activities.

Selling, general and administrative expenses for the three and nine months ended September 30, 2026 and 2025, were as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

Total selling, general and administrative expenses

 

$

113,144

 

 

$

69,458

 

 

$

43,686

 

 

$

322,437

 

 

$

192,548

 

 

$

129,889

 

Selling, general and administrative expenses for the three months ended September 30, 2026 increased by $43.7 million from the three months ended September 30, 2025, primarily due to external costs associated with the commercial launch of MYQORZO and higher personnel related costs, including stock-based compensation.

Selling, general and administrative expenses for the nine months ended September 30, 2026 increased by $129.9 million from the nine months ended September 30, 2025, primarily due to external costs associated with the commercial launch of MYQORZO and higher personnel related costs, including stock-based compensation.

We expect selling, general and administrative expenses to increase significantly in 2026. With the approval of MYQORZO in the United States, we expect to incur additional expenses for commercial activities, including, but not limited to, the full year impact of the U.S. sales force, training and education, the implementation of compliance systems, patient support programs, sales and marketing expenses and pre-commercial activities to support the commercial launch of MYQORZO in nHCM. In addition, the European Commission approved MYQORZO for the treatment of adults with symptomatic oHCM, (NYHA class II-III), and in July 2026 the MHRA granted MYQORZO marketing authorization in the United Kingdom, and therefore, we expect to incur similar expenses for commercial readiness activities in Europe but with additional expenses for the establishment of a corporate infrastructure to enable commercialization activities in key European markets, beginning in Germany with other major European markets to follow.

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Cost of Goods Sold

Costs of goods sold for the three and nine months ended September 30, 2026 and 2025, were as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

Total cost of goods sold

 

$

(454

)

 

$

—

 

 

$

(454

)

 

$

2,437

 

 

$

—

 

 

$

2,437

 

We received FDA approval for MYQORZO on December 19, 2025 and began capitalizing inventories upon FDA approval. Costs incurred prior to approval were recorded as research and development expense in our condensed consolidated statement of operations and comprehensive loss. As a result, cost of goods sold for the next several quarters are expected to reflect a lower average per unit cost of materials. In the three months ended June 30, 2026, we incurred a charge of approximately $2.7 million related to drug supply optimization activities. In the three months ended September 30, 2026, we realized a credit from the vendor of $1.0 million related to the activities and recorded the contingent gain in the three months ended September 30, 2026 when the uncertainty was resolved.

Collaboration Cost of Revenues

Collaboration cost of revenues includes cost reimbursements as well as costs incurred in connection with manufacturing drug supplies for collaboration partners. Collaboration cost of revenues for the three and nine months ended September 30, 2026 and 2025, were as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

Total collaboration cost of revenues

 

$

2,670

 

 

$

1,936

 

 

$

734

 

 

$

7,923

 

 

$

5,931

 

 

$

1,992

 

Collaboration cost of revenues for the three and nine months ended September 30, 2026 and 2025 were primarily from Bayer under the Bayer License Agreement related to certain research and development cost reimbursements.

Interest Expense

Interest expense for the three and nine months ended September 30, 2026 and 2025, was as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

Term loans

 

$

9,090

 

 

$

5,448

 

 

$

3,642

 

 

$

26,749

 

 

$

13,818

 

 

$

12,931

 

2026 Notes

 

 

—

 

 

 

243

 

 

 

(243

)

 

 

355

 

 

 

720

 

 

 

(365

)

2027 Notes

 

 

1,471

 

 

 

5,063

 

 

 

(3,592

)

 

 

4,357

 

 

 

16,077

 

 

 

(11,720

)

2031 Notes

 

 

4,124

 

 

 

537

 

 

 

3,587

 

 

 

12,226

 

 

 

537

 

 

 

11,689

 

Other

 

 

157

 

 

 

62

 

 

 

95

 

 

 

328

 

 

 

153

 

 

 

175

 

Total interest expense

 

$

14,842

 

 

$

11,353

 

 

$

3,489

 

 

$

44,015

 

 

$

31,305

 

 

$

12,710

 

Term loan interest expense is related to the RP Multi Tranche Loan and increased year over year due to four tranches of interest expense being incurred in the third quarter of 2026 for Tranches 1, 4, 5 and 6 compared to three tranches in the third quarter of 2025 related to Tranches 1, 4 and 6. The September 30, 2026 compared to 2025 year to date change in Term Loan interest is due to Tranche 4 drawn in April 2025 and Tranche 5 drawn in October 2025. In September 2025, we issued the 2031 Notes and used the net proceeds and common stock to partially repurchase the 2027 Notes. Due to the balance of the 2027 Notes declining in the third quarter of 2025, interest expense declined year over year. There will be no additional interest on the 2026 Notes since they were fully converted in the second quarter of 2026.

Interest expense in 2026 is expected to increase further because of the $100 million drawn in October 2025 for Tranche 5, which will be outstanding for the entirety of 2026. Interest expense may increase further if we draw on Tranche 7.

Non-cash interest expense on liabilities related to revenue participation right purchase agreements

Non-cash interest expense results from the accretion of our liabilities to RPFT and RP ICAV related to the sale of future royalties under the RP OM RPA and the RP Aficamten RPA, respectively.

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Non-cash interest expense on liabilities related to the RP OM RPA and the RP Aficamten RPA for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

RP OM Liability

 

$

255

 

 

$

42

 

 

$

213

 

 

$

255

 

 

$

124

 

 

$

131

 

RP Aficamten Liability

 

 

23,387

 

 

 

14,927

 

 

 

8,460

 

 

 

62,380

 

 

 

42,104

 

 

 

20,276

 

Total non-cash interest expense recognized

 

$

23,642

 

 

$

14,969

 

 

$

8,673

 

 

$

62,635

 

 

$

42,228

 

 

$

20,407

 

The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid pursuant to the RP Aficamten RPA over the life of the arrangement as discounted using an imputed rate of interest. The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 28.4% as of September 30, 2026 and 22.1% as of September 30, 2025.

The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid pursuant to the RP OM RPA over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed rate of interest on the carrying value of the RP OM Liability is reassessed periodically and is not reduced below 0%. The imputed rate of interest on the carrying value of the RP OM Liability was 0.5% as of September 30, 2026 and approximately 0.1% as of September 30, 2025.

We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our assumptions.

Interest and Other Income, net

Interest and other income, net for the three and nine months ended September 30, 2026 and 2025 consisted primarily of interest income generated from our cash, cash equivalents and investments.

Change in fair value liabilities related to RPI transactions and derivative liabilities reflected on the Condensed Consolidated Statement of Operations.

The change in fair value liabilities related to the RPI transactions (RP OM Loan Agreement and RP Ulacamten RPA) and the derivative liabilities for the RP Multi Tranche Loan Agreement for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

 

September 30, 2026

 

 

September 30, 2025

 

 

Change

 

RP Ulacamten RPA

 

$

—

 

 

$

—

 

 

$

—

 

 

$

500

 

 

$

—

 

 

$

500

 

RP OM Loan

 

 

200

 

 

 

(2,800

)

 

 

3,000

 

 

 

500

 

 

 

(13,500

)

 

 

14,000

 

RP Multi Tranche Loan Agreement Derivatives

 

 

(600

)

 

 

700

 

 

 

(1,300

)

 

 

(200

)

 

 

3,300

 

 

 

(3,500

)

Total change in fair value liabilities

 

$

(400

)

 

$

(2,100

)

 

$

1,700

 

 

$

800

 

 

$

(10,200

)

 

$

11,000

 

The fair values of the liabilities related to RPI transactions (RP OM Loan Agreement and RP Ulacamten RPA) are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates (which ranged from 15% to 18% and 12% to 18% for the three and nine months ended September 30, 2026, respectively, and 11% to 17% and 10% to 18% for the three and nine months ended September 30, 2025, respectively), which are deemed to be Level 3 inputs in the fair value hierarchy. As products containing omecamtiv mecarbil and ulacamten have not yet been commercialized, the estimates are highly subjective. For example, assumed increases in the probability of the clinical success for the programs for omecamtiv mecarbil or ulacamten could increase the value of the liabilities. Similarly, assumed decreases in the discount rates used in the fair value measurements could also increase the value of the liabilities at period end.

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The fair values of the derivative liabilities are determined using the probability-weighted expected return method and the “with and without” method. The fair values are based on significant unobservable inputs, including the probability of change of control, the probability of default (less than 10%), discount rates (ranging from 15% to 17% and 12% to 17% for the three and nine months ended September 30, 2026, respectively, and 11% to 12% and 10% to 14% for the three and nine months ended September 30, 2025, respectively) and other factors.

The total change in the estimated fair value liabilities for the three and nine months ended September 30, 2026 was primarily driven by changes in the discount rates used in the valuation of the 2024 RP OM Loan and the derivatives associated with the RP Multi Tranche Loan Agreement.

Liquidity and Capital Resources

Our cash, cash equivalents, and investments and a summary of our borrowings and working capital as of September 30, 2026 and December 31, 2025 are summarized as follows (in thousands):

 

 

September 30, 2026

 

 

December 31, 2025

 

Financial assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

203,433

 

 

$

122,518

 

Short-term investments

 

 

926,588

 

 

 

759,703

 

Long-term investments

 

 

453,631

 

 

 

335,048

 

Total cash, cash equivalents, and marketable securities

 

$

1,583,652

 

 

$

1,217,269

 

Borrowings:

 

 

 

 

 

 

Term loans (including related derivative liabilities measured at fair value)

 

$

310,192

 

 

$

297,644

 

Convertible notes, net

 

 

872,612

 

 

 

890,618

 

Liabilities related to RPI transactions measured at fair value

 

 

136,200

 

 

 

137,200

 

Total borrowings

 

$

1,319,004

 

 

$

1,325,462

 

Working capital:

 

 

 

 

 

 

Current assets

 

$

1,187,151

 

 

$

916,975

 

Current liabilities

 

 

353,419

 

 

 

202,452

 

Working capital

 

$

833,732

 

 

$

714,523

 

The following table shows a summary of our cash flows for the periods set forth below (in thousands):

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

Net cash used in operating activities

 

$

(429,318

)

 

$

(367,358

)

Net cash (used in) provided by investing activities

 

 

(293,575

)

 

 

87,858

 

Net cash provided by financing activities

 

 

805,427

 

 

 

413,753

 

Total

 

$

82,534

 

 

$

134,253

 

Sources and Uses of Cash

We funded our operations and capital expenditures with proceeds primarily from private and public sales of our equity securities, royalty monetization agreements, and revenue interest agreements, strategic alliances, long-term debt, other financings and interest on investments. We have generated significant operating losses since our inception. Our expenditures have historically been primarily related to research and development activities but have recently and will increasingly relate to our commercial readiness activities and general commercialization activities of our drug products. In December 2025, the FDA approved MYQORZO, 5 mg, 10 mg, 15 mg and 20 mg tablets for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms, with sales of MYQORZO commencing in the first quarter of 2026. MYQORZO was launched in Germany and China in the first half of 2026. Accordingly, we will be increasingly relying on revenues generated from commercial sales of MYQORZO and/or traditional financing activities to fund our operations and cash expenditures.

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Cash Flows Used in Operating Activities

Net cash used in operating activities of $429.3 million and $367.4 million in the nine months ended September 30, 2026 and 2025, respectively, was largely due to ongoing research and development activities and selling, general and administrative expenses to support commercial readiness and launch of MYQORZO. In future quarters fluctuations in accounts receivable and inventories will impact cash flows used in operating activities. Net loss for the nine months ended September 30, 2026 and 2025 included, among other items: stock-based compensation, interest expense on liabilities related to revenue participation right purchase agreements and debt, and/or changes in fair values related to derivative liabilities and liabilities related to RPI Transactions.

Cash Flows Provided by Investing Activities

Net cash used in investing activities of $293.6 million in the nine months ended September 30, 2026 was primarily due to purchases of investments and property, plant and equipment offset by maturities of investments.

Net cash provided by investing activities of $87.9 million in the nine months ended September 30, 2025 was primarily due to maturities of investments offset by purchases of investments and property, plant and equipment.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities of $805.4 million in the nine months ended September 30, 2026 was primarily due to $760.1 million of net proceeds from a public offering in May 2026 in addition to net proceeds from stock-based award activities, offset by repayment of RP Multi Tranche Term Loan.

Net cash provided by financing activities of $413.8 million in the nine months ended September 30, 2025 was attributable to the issuance of the 2031 Notes of $750 million, $75.0 million in proceeds from the drawing on Tranche 4 of the RP Multi Tranche Term Loan and net proceeds from stock-based award activities offset with the 2031 debt issuance costs of $20.5 million and the exchange of approximately $402.5 million of 2027 Notes.

2024 Royalty Pharma Transactions

In May 2024, we entered into a series of financing agreements with affiliates of Royalty Pharma, including the RP OM Loan Agreement, the RP Ulacamten RPA, the 2022 RP Multi Tranche Loan Agreement Amendment, the RP Aficamten RPA Amendment, and the RP Stock Purchase Agreement for a private placement of common stock concurrent with our underwritten public offering of common stock.

The RP OM Loan Agreement provides for a loan in the principal amount of $100.0 million that was drawn at the closing with no remaining amounts available for disbursement. The loan under the RP OM Loan Agreement matures on the 10 year anniversary of the funding date and is repayable in quarterly installments, the amounts of which will depend on the occurrence of certain events related to the results and timing of COMET-HF and potential regulatory approvals of omecamtiv mecarbil, as follows:

•
Scenario 1: If the Phase 3 clinical trial of Cytokinetics’ proprietary small molecule cardiac myosin activator known as omecamtiv mecarbil is successful (defined as meeting the composite primary endpoint of the first event, whichever occurs first, comprising of cardiovascular death, heart failure event, LVAD implantation/cardiac transplantation, or stroke, with a hazard ratio (HR) of less than 0.85 and cardiovascular death endpoint HR of less than 1.0) by June 30, 2028 and we receive the marketing approval from the FDA for omecamtiv mecarbil on or prior to December 31, 2029 (“OM Approval Date”), commencing on the calendar quarter during which the FDA approval is obtained, we are required to pay RPDF (x) (i) $75.0 million ten business days after the OM Approval Date and (ii) $25.0 million on the first anniversary of the OM Approval Date and (y) on a quarterly basis an amount equal to 2.0% of the annual worldwide net sales of omecamtiv mecarbil, subject to a minimum floor amount ranging from $5.0 million to $8.0 million during the first 18 calendar quarters (the payment of the 2.0% of the annual worldwide net sales starting from the 19th calendar quarter shall be referred to as the “Royalty Payment”). Our obligation to pay the Royalty Payment will continue after maturity of the Loan;
•
Scenario 2: If the Phase 3 clinical trial of omecamtiv mecarbil is successful by June 30, 2028 but we have not received the marketing approval from the FDA for omecamtiv mecarbil on or prior to December 31, 2029, we are required to pay RPDF 18 equal quarterly cash payments totaling 237.5% of the principal amount of the loan commencing on March 31, 2030; and
•
Scenario 3: If the Phase 3 clinical trial of omecamtiv mecarbil is not successful by June 30, 2028, we are required to pay RPDF 22 equal quarterly cash payments totaling 227.5% of the principal amount of the loan commencing on September 30, 2028.

The interest on this loan is included in the scheduled payment amount for each scenario.

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Pursuant to the RP Ulacamten RPA, RPI ICAV purchased rights to up to 4.5% of worldwide net sales of drug products containing ulacamten by us, our affiliates or licensees, in exchange for up to $200 million in consideration, $50 million of which was paid upfront and, following the initiation of the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in HFpEF for ulacamten, at RPI ICAV’s sole discretion, up to in aggregate $150 million to fund 50.0% of the research and development cost of ulacamten. The initial $50 million paid to us entitles RPI ICAV to 1% of worldwide net sales of drug products containing ulacamten by us, our affiliates, or licenses. We will not know for certain whether any additional funding under the RP Ulacamten RPA may be available to us until the conclusion of AMBER-HFpEF, the results of the trial are known, and RPI ICAV has decided to exercise its option to purchase an incremental 3.5% revenue interest on our future annual worldwide net sales of drug products containing ulacamten or not.

2022 Royalty Pharma Transactions

In January 2022, we entered into a series of financing agreements with affiliates of Royalty Pharma, including the RP Multi Tranche Loan Agreement, and the RP Aficamten RPA.

Under the RP Multi Tranche Loan Agreement, we have drawn $275 million as of September 30, 2026. The remaining $175 million Tranche 7 loan is also available to us now that the conditions for reimbursement, namely approval of our NDA for aficamten in patients with oHCM on or prior to December 31, 2025, have been met. We expect to draw Tranche 7 unless we are able to meet our financing requirements through more favorable funding sources.

Each term loan under the RP Multi Tranche Loan Agreement 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% of the principal amount of the tranche 1, tranche 4, tranche 5, tranche 6, and tranche 7 term loans (such amount with respect to each term loan, “Final Payment Amount”). We commenced repayment of the RP Multi Tranche Loans in the fourth quarter of 2023 and will pay approximately $20.2 million in interest and principal on the term loans in 2026.

RP Aficamten Royalty Purchase Agreement

Under the RP Aficamten RPA, RPI ICAV purchased rights to certain revenue streams from net sales of pharmaceutical products containing aficamten by us, our affiliates and our licensees in exchange for up to $150.0 million in consideration, $50.0 million of which was paid on the closing date, $50.0 million of which was paid to us in March 2022 following the initiation of the first pivotal trial in oHCM for aficamten, and $50.0 million of which was paid to us in September 2023 following the initiation of the first pivotal clinical trial in nHCM for aficamten.

RPI ICAV initially purchased the right to receive a percentage of net sales equal to 4.5% for annual worldwide net sales of pharmaceutical products containing aficamten up to $1 billion and 3.5% for annual worldwide net sales of pharmaceutical products containing aficamten in excess of $1 billion, subject to reduction in certain circumstances. However, in May 2024, we entered into the RP Aficamten RPA Amendment to restructure the royalty so that RPI ICAV 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. Our liability to RPI ICAV is referred to as the “RP Aficamten Liability”.

We account for the RP Aficamten Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid. When aficamten is commercialized and royalties become due, we will recognize the portion of royalties paid to RPI ICAV as a decrease to the RP Aficamten Liability and a corresponding reduction in cash.

The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid to RPI ICAV over the life of the arrangement as discounted using an imputed rate of interest. The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 28.4% as of September 30, 2026 and 22.1% as of September 30, 2025.

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Convertible Notes

On November 13, 2019, we issued $138.0 million aggregate principal amount of 2026 Notes. On July 6, 2022, we issued $540.0 million aggregate principal amount of 2027 Notes and used approximately $140.3 million of the net proceeds from the offering of 2027 Notes and issued 8,071,343 shares of common stock to repurchase approximately $116.9 million aggregate principal amount of the 2026 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2026 Notes concurrently with the pricing of the offering of the 2027 Notes. As a result of the partial repurchase of the 2026 Notes, we recorded a debt conversion expense of $22.2 million, consisting of the difference between the consideration to the holders pursuant to the exchange agreements and the if-converted value of the 2026 Notes under the original terms.

On September 19, 2025, we issued $750.0 million aggregate principal amount of 2031 Notes and used approximately $402.5 million of the net proceeds from the offering of 2031 Notes and issued 2,168,806 shares of common stock to repurchase approximately $399.5 million aggregate principal amount of the 2027 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2027 Notes concurrently with the pricing of the offering of the 2031 Notes. This resulted in recording debt conversion expense in the third quarter of 2025 of $121.2 million, consisting of the difference between the consideration to the holders pursuant to the exchange agreements and the if-converted value of the 2027 Notes under the original terms.

During the three months ended June 30, 2026, holders converted the remaining $21.1 million aggregate principal amount of the 2026 Notes into 2,002,817 shares of our common stock, together with an immaterial amount of cash paid in lieu of fractional shares. The conversions were completed in accordance with the original conversion terms of the 2026 Notes, and no gain or loss was recognized. As a result, the 2026 Notes were fully converted and no principal amount of 2026 Notes remained outstanding as of September 30, 2026.

As of September 30, 2026, there remains $140.5 million of aggregate principal amount of 2027 Notes outstanding reflected in current liabilities, and $750.0 million of aggregate principal amount of 2031 Notes outstanding in long term liabilities. The 2027 Notes are redeemable, in whole or in part (subject to the Partial Redemption Limitation, in the case of the 2027 Notes), at our option at any time, and from time to time, and, in the case of any partial redemption, on or before the 60th scheduled trading day before the applicable maturity date, at a cash redemption price equal to the principal amount of the relevant Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price for the relevant notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice; and (2) the trading day immediately before the date we may send such notice. On or after October 6, 2028, the 2031 Notes will be redeemable, in whole or in part (subject to the Partial Redemption Limitation), at our option at any time and from time to time, and, in the case of any partial redemption, on or before the 40th scheduled trading day before the maturity date for the 2031 Notes, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the 2031 Notes are also freely tradable and all accrued and unpaid additional interest, if any, has been paid in full, as of the first interest payment date occurring on or before such redemption notice date, and the last reported sale price per share of our common stock exceeds 130% of the conversion price for the 2031 Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice; and (2) the trading day immediately before the date we may send such notice. During the three months ended September 30, 2026, the conditions allowing holders of the 2027 Notes to convert were met. As a result, the 2027 Notes are convertible as of September 30, 2026.

Greater China Out-license for Aficamten

In July 2020, we entered into a license and collaboration agreement with Corxel, pursuant to which we granted to Corxel an exclusive license to develop and commercialize aficamten in China and Taiwan. In December 2024, Corxel assigned its rights and obligations under our license and collaboration agreement to Genzyme Corporation, an affiliate of Sanofi. In 2024, we recognized $15.0 million dollars from Corxel in connection with a modification of the original license prior to the assignment of Corxel's rights under our license and collaboration agreement for the development and commercialization of aficamten to Sanofi, and we may be eligible for another $10.0 million milestone payment from Corxel if certain conditions are met.

In the fourth quarter of 2025, we recognized $15.0 million in aggregate milestone revenues from Sanofi upon approval of MYQORZO in each of the United States and China. We may be eligible to receive future milestone payments from Sanofi totaling up to $135.0 million for the achievement of certain development and commercial milestone events in connection to sales of MYQORZO and development of aficamten in nHCM.

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In addition, Sanofi will pay us tiered royalties in the low-to-high teens range on the net sales of pharmaceutical products containing aficamten, including MYQORZO, in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents. Sales to patients commenced in the first quarter of 2026. The Sanofi Aficamten License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. We expect royalty revenues in 2026 to be immaterial as Sanofi begins initial commercialization activities in China.

Japan Out-license for Aficamten

In November 2024, we entered into a license and collaboration agreement with Bayer Consumer Care AG, an affiliate of Bayer AG, pursuant to which we granted to Bayer an exclusive license to develop and commercialize aficamten in Japan, subject to certain reserved development rights. Under the terms of the Bayer License Agreement, we received an up-front payment of €50.0 million (equivalent to $52.4 million at the time of payment) which was recorded as deferred revenue at December 31, 2024 and was recognized in 2025 upon completion of certain performance technology transfer obligations. We recognized revenue associated with two clinical milestones totaling €10 million in 2025. We recognized an additional €10 million milestone in the first quarter of 2026 as a result of our first commercial sale of MYQORZO in the United States. We may also be eligible to receive up to an additional €70 million in milestones upon first commercial sale of aficamten in each of oHCM and nHCM in Japan and nHCM in the United States. We are also eligible for an additional €490 million in commercial milestone payments upon the achievement by Bayer of certain sales milestones and tiered royalties on the net sales of pharmaceutical products containing aficamten in Japan ranging from the high teens to the low thirty percents, subject to certain reductions for generic competition, expiration of certain patents and payments for licenses to third-party patents, until the latest of the expiration of certain patents, the expiration of regulatory exclusivity for the Product in Japan, and the end of a minimum specified term.

At-the-Market Sales of Common Stock

On February 27, 2025, we entered into an Open Market Sale AgreementSM with Jefferies LLC under which we may offer and sell, from time to time, at our sole discretion, shares of Common Stock in “at the market offerings” pursuant to Rule 415(a)(4) under the Securities Act of 1933 through Jefferies LLC, as sales agent. As of September 30, 2026, we have not sold any shares of Common Stock under the Open Market Sale AgreementSM with Jefferies LLC.

Future Uses of Cash

We expect that selling, general and administrative expenses will significantly increase in 2026. In December 2025, MYQORZO was approved by the FDA, and accordingly, our sales and marketing expenses will increase significantly as we engage in commercialization activities in the United States. In February 2026, the European Commission approved MYQORZO® (aficamten), 5 mg, 10 mg, 15 mg and 20 mg tablets for the treatment of symptomatic (NYHA class II-III) obstructive hypertrophic cardiomyopathy in adult patients, which means that we will significantly increase commercial readiness activities in Europe, initially in Germany, with commercial readiness activities in other major European countries to follow. In July 2026, the MHRA granted MYQORZO marketing authorization in the United Kingdom, and we expect to incur commercial launch expenses in the United Kingdom beginning later in 2026. In October 2026, Health Canada issued a Notice of Compliance authorizing MYQORZO® (aficamten) for the treatment of symptomatic obstructive hypertrophic cardiomyopathy (oHCM) of New York Heart Association (NYHA) class II-III in adult patients.

In future periods, we also expect to incur substantial costs as we expand our research programs and continue development activities, including for the conduct of our on-going clinical trials for aficamten, omecamtiv mecarbil, ulacamten and CK-089. We expect to incur significant research and development expenses as we advance the research and development of compounds from our other muscle biology programs through research to candidate selection to clinical development, and we expect to file investigational new drug applications. Cytokinetics and multiple third-party contract development manufacturing organizations entered into various scopes of work with respect to the manufacturing of aficamten. As of September 30, 2026, we have approximately $24.8 million of non-cancellable commitments related to purchases of materials and inventory manufacturing agreements.

Our future capital uses and requirements depend on numerous factors. These factors include, but are not limited to, the following:

•
the initiation, progress, timing, scope and completion of preclinical research, non-clinical development, CMC, and clinical trials for our drug candidates and other compounds;
•
the time, costs and outcomes of regulatory reviews or other regulatory actions related to our drugs and drug candidates,
•
the jurisdictions in which we are granted regulatory approvals and thus are able to successfully launch our products for commercial sale;
•
delays that may be caused by requirements of regulatory agencies;
•
our level of funding for the development of current or future drugs and drug candidates;

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•
the number of drug candidates we pursue and the stage of development that they are in;
•
the costs involved in filing and prosecuting patent applications and attacking, enforcing or defending patent claims;
•
our ability to establish and maintain selected strategic alliances required for the development of drug candidates and commercialization of our drugs and future drugs, if any;
•
our plans or ability to expand our drug development capabilities, including our capabilities to conduct clinical trials for our drug candidates;
•
our plans or ability to engage third-party manufacturers for our drugs or drug candidates;
•
our plans or ability to build or access sales and marketing capabilities, including commercial infrastructure and distribution capabilities, and to achieve market acceptance for MYQORZO and potential future drugs;
•
the expansion and advancement of our research programs;
•
the hiring of additional employees and consultants;
•
the acquisition of technologies, products and other business opportunities that require financial commitments;
•
our revenues from commercialization of MYQORZO and successful development and commercialization of any other drug candidates;
•
the cost of additional construction to expand our headquarters in South San Francisco and the cost in relation to expanding our leased office facilities in Radnor, Pennsylvania or other leased office spaces in Europe; and
•
the payments due for interest on the term loan and convertible debt;

We have incurred an accumulated deficit of approximately $4.1 billion since inception and there can be no assurance that we will attain profitability. Although we have one approved product at this time, we remain subject to risks common to clinical-stage companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us, if at all. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and other financings. With the recent FDA approval of MYQORZO in December 2025, we have only recently started generating revenues from the commercial sale of our drugs. Therefore, our success is dependent on our ability to generate substantial revenues from MYQORZO or potentially obtain additional capital by entering into new strategic collaborations and/or through financings, and ultimately on our and our collaborators’ ability to successfully develop and market one or more of our drug candidates. We cannot be certain that sufficient funds will be available from such collaborators or financings when needed or on satisfactory terms, including as a result of economic conditions, general global economic uncertainty, political change, war, the effects of inflationary pressures, including those resulting from tariffs and escalating trade tensions, and other factors including past and potential future bank failures in the United States. Additionally, there can be no assurance that MYQORZO or any of our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our future financial results, financial position and cash flows.

Based on the current planning assumptions, we believe that our existing cash and cash equivalents, investments and interest earned on investments will be sufficient to meet our projected operating requirements for at least the next 12 months. If, at any time, our prospects for internally financing programs and activities decline, we may decide to reduce expenses across the business. Alternatively, we may raise funds through strategic relationships, public or private financings or other arrangements. There can be no assurance that funding, if needed, will be available on attractive terms, or at all, or in accordance with our planned timelines. Furthermore, financing obtained through future strategic relationships may require us to forego certain commercialization and other rights to our drug candidates. Similarly, any additional equity financing may be dilutive to stockholders and debt financing, if available, may involve restrictive covenants. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategy.

Segment Information

We have one primary business activity and operate in one reportable segment.

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Critical Accounting Policies and Significant Estimates

The accounting policies that we consider to be our most critical (i.e., those that are most important to the portrayal of our financial condition and results of operations and that require our most difficult, subjective or complex judgments), the effects of those accounting policies applied and the judgments made in their application are summarized in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our critical accounting policies and significant estimates in the nine months ended September 30, 2026 , except for the following:

Net Product Revenue

We recognize revenue from product sales at a point in time when our customer is deemed to have obtained control of the product, which generally occurs upon receipt or acceptance by our customer. In order to determine the transaction price, we estimate, utilizing the expected value method, the amount of variable consideration to which we will be entitled. Our product sales are subject to various deductions, including distribution-related fees, rebates under government programs, rebates for commercial payors, and amounts under our co-pay assistance program. The distribution-related fees include a prompt pay discount and fees for specialty pharmaceutical and specialty distributor customers. The distribution-related fees are not subject to significant estimation uncertainty. However, other sales deductions require us to make estimates, particularly related to the payor mix. We estimate the percentage of product sales which will ultimately be subject to commercial payor rebates, the Medicare Part D Manufacturer Rebate Program, Medicaid, and other federal programs. We also estimate the percentage of product sales which will ultimately go to 340B hospitals. As we have limited history for the sales of MYQORZO, we estimated our payor mix based upon our market research and industry data for similar cardiovascular products. As we gain more historical experience for the sales of MYQORZO, we will update our estimates which will result in adjustments to current period revenues.

Inventories

Inventories, which consist of raw materials, work in process and finished goods, are stated at the lower of cost or estimated net realizable value, using standard costs, based on a first-in, first-out method. We have entered into manufacturing and supply agreements for the manufacture or purchase of raw materials and production supplies in prior years. Our inventories include the direct purchase cost of materials and supplies, charges from contract manufacturing organizations and manufacturing overhead costs. We will periodically review our inventories for factors that could impact the future recoverability and realization of future sales, which require estimates and judgments. We will analyze our inventory levels quarterly and write down inventories subject to expiry, in excess of expected requirements or that has a cost basis in excess of its expected net realizable value. These write downs will be charged to cost of goods sold in the accompanying consolidated statements of operations and comprehensive loss.

We received FDA approval for MYQORZO on December 19, 2025 and began capitalizing inventories upon FDA approval. Costs incurred prior to approval have been recorded as research and development expense in our consolidated statement of operations and comprehensive loss. As a result, inventory balances and cost of goods sold for the next several quarters are expected to reflect a lower average per unit cost of materials.

Revenue Participation Right Purchase Agreements

We have entered into certain revenue participation right purchase agreements for omecamtiv mecarbil, aficamten, and ulacamten with affiliates of Royalty Pharma, pursuant to which such affiliates purchased rights to royalties from certain revenue streams. We typically account for such agreements as liabilities to be amortized under the effective interest rate method over the life of the related royalty stream, when we have continuing involvement with the underlying research and development activities. We typically account for such agreements as deferred income to be amortized under the units-of-revenue method, when there is no continuing involvement with the underlying research and development activities. We are required to update our estimates, each reporting period, related to the amount and timing of future royalty payments to be paid to the counterparties of the revenue participation right purchase agreements. The estimates of the future royalty payment determine the measurement of the non-cash interest expense and the carrying value of the liability.

Revenue participation right purchase agreements are measured using significant unobservable inputs. The estimates of future royalties requires the use of several assumptions such as: the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp. As MYQORZO sales have only commenced in 2026 and products containing omecamtiv mecarbil and ulacamten have not yet been approved as of September 30, 2026, the estimates are highly subjective.

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The carrying amount of the liabilities are based on our estimate of the future royalties to be paid over the life of the arrangements as discounted using an imputed rate of interest. During the third quarter of 2026, we updated our analyses of the RP Aficamten RPA to reflect our revised assumptions. Our estimates regarding the amount of future royalty payments under the RP Aficamten RPA changed from the second quarter of 2026 due to changes in management’s estimates related to forecast assumptions based on actual results and trends to date in our early product launch. The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 28.4% as of September 30, 2026 and 22.6% as of December 31, 2025. The imputed rate of interest on the RP OM Liability is reassessed periodically, and we have adopted an accounting policy to not reduce the effective borrowing rate below 0%. During the third quarter of 2026, we updated our analyses of the RP OM RPA to reflect our revised forecast of future royalty payments. The adjustment is accounted for on a prospective basis in our liability calculation and resulted in an increase in our imputed interest rate above the 0% floor, from 0% as of June 30, 2026 to 0.5% as of September 30, 2026. We periodically assess the amount and timing of expected royalty payments and account for any changes in such estimates on a prospective basis.

As of September 30, 2026, we have a total carrying value of approximately $581.7 million of liabilities related to revenue participation right purchase agreements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk has not changed materially since our disclosures in "Item 7A —Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025, except for the following:

Interest Rate Risk

We are exposed to market risk related to changes in interest rates. As of September 30, 2026, our cash and investments totaled $1.6 billion, comprising U.S. Treasury securities, U.S. and non-U.S. government agency bonds, commercial paper, a global portfolio of corporate debt, money market funds, and repurchase agreements backed by U.S. Treasury securities.

Our investments are subject to interest rate risk and could fall in value if market interest rates increase. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 1% increase in market interest rates would result in a decline in the value of our investments of approximately $9.6 million and $6.0 million as of September 30, 2026 and December 31, 2025, respectively.

In addition, we have elected the fair value option for certain liabilities. The fair value of the liabilities related to 2024 RP OM Loan Agreement, the RP Ulacamten RPA, and the derivatives of the RP Multi Tranche Loan Agreement will increase as market interest rates decrease. In addition, the fair value of the liabilities may fluctuate based upon changes in the Company’s credit rating. Changes in the interest rate environment and the credit rating of the Company could have an effect on our future earnings. For example, a hypothetical 1% decrease in the discount rates used to measure the 2024 RP OM Loan Agreement, the RP Ulacamten RPA, and the derivatives of the RP Multi Tranche Loan Agreement would result in an increase in the fair value, and the recognition of a loss, of approximately $3.5 million as of September 30, 2026. During the three and nine months ended September 30, 2026, we recognized a gain on the change in the estimated fair value of liabilities of approximately $0.2 million and $1.0 million, respectively, primarily due to changes in the discount rates used to measure the 2024 RP OM Loan Agreement and the RP Ulacamten RPA. The discount rates ranged from 15% to 18% for the three months ended September 30, 2026 and 11% to 17% for the three months ended September 30, 2025.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow for timely decisions regarding required or necessary disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and we are required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(c) Limitations on the effectiveness of controls

A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.

PART II. OTHER INFORMATION

From time to time, the Company is a party to legal proceedings in the course of the Company’s business. For a discussion of our material pending legal proceedings, refer to Note 9 – Commitments and Contingencies to our condensed consolidated financial statements included in this Quarterly Report, which is incorporated herein by reference.

In re Cytokinetics, Incorporated Securities Litigation

On September 17, 2025, a putative stockholder class action lawsuit was filed against the Company and its Chief Executive Officer in the United States District Court for the Northern District of California, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The action was purportedly filed on behalf of a class consisting of all investors who purchased or otherwise acquired the Company's common stock between December 27, 2023 and May 6, 2025. The complaint alleges that the Company made materially false and misleading statements regarding the timeline for the NDA regulatory approval process for aficamten and failed to disclose related material risks. The complaint seeks unspecified damages, together with interest, attorneys' fees, and costs.

On December 22, 2025, the Court appointed Gilbert Rosenthal as Lead Plaintiff and approved his selection of Pomerantz LLP as Lead Counsel. The action is now captioned In re Cytokinetics, Incorporated Securities Litigation, Case No. 3:25-cv-07923-RFL. On March 10, 2026, Lead Plaintiff filed an amended complaint, which, among other things, added the Company's Chief Financial Officer as a defendant. The Company filed a motion to dismiss the amended complaint and Lead Plaintiff filed an opposition to the motion. The court's decision on the Company’s motion to dismiss is pending.

The Company disputes the allegations in the amended complaint and intends to vigorously defend against the action.

Pohlmann v. Blum, et al.

On March 9, 2026, a purported stockholder derivative action captioned Pohlmann v. Blum, et al., Case No. 3:26-cv-01998-RFL, was filed in the United States District Court for the Northern District of California against certain of the Company's current and former directors and its Chief Executive Officer, with the Company named as a nominal defendant. The complaint asserts claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, contribution under the Securities Exchange Act of 1934, and violations of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The allegations are based substantially on the same underlying facts and circumstances as those alleged in In re Cytokinetics, Incorporated Securities Litigation and principally concern statements regarding the Company's New Drug Application for aficamten and the subsequent extension of the related PDUFA action date. The complaint seeks, among other relief, unspecified damages on behalf of the Company, disgorgement, corporate governance reforms, and attorneys' fees and costs.

On March 27, 2026, the Court found the derivative action to be related to In re Cytokinetics, Incorporated Securities Litigation and reassigned the matter accordingly. On April 16, 2026, the Court entered an order, pursuant to the parties' stipulation, staying the derivative action in its entirety during the pendency of any motion to dismiss in the securities class action, subject to customary terms.

The Company and the individual defendants dispute the allegations in the derivative action and intend to vigorously defend against the matter.

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Cytokinetics, Incorporated v. Bristol-Myers Squibb Company and MyoKardia, Inc.

On August 13, 2026, the Company filed a complaint in the United States District Court for the District of Delaware against Bristol-Myers Squibb Company (“BMS”) and its wholly owned subsidiary, MyoKardia, Inc. (“MyoKardia”), seeking a declaratory judgment of non-infringement and invalidity of U.S. Patent No. 12,616,697 (the “’697 Patent”) under the United States patent laws. The ’697 Patent, which issued on May 5, 2026 and is assigned to MyoKardia, claims methods of treating patients having cardiac hypercontractility, impaired cardiac relaxation and/or left ventricular hypertrophy who are undergoing beta blocker therapy by discontinuing or reducing the beta blocker therapy and administering a myosin inhibitor, and certain of its claims specifically recite aficamten, the active ingredient in MYQORZO.

The complaint alleges, among other things, that the claims of the ’697 Patent reciting aficamten were added by amendment in November 2025, shortly before the FDA approval of MYQORZO, that the defendants were not involved in the discovery, development or commercialization of aficamten and have no right to make or sell MYQORZO, and that the defendants have not provided assurance that they will not assert the ’697 Patent against MYQORZO. The complaint asserts that the Company does not directly or indirectly infringe any claim of the ’697 Patent and that the claims of the ’697 Patent are invalid, including for anticipation, obviousness and lack of adequate written description and enablement. The complaint seeks declarations of non-infringement and invalidity, an injunction prohibiting the defendants from threatening or initiating infringement litigation against the Company or the users, prescribers, distributors or customers of MYQORZO relating to the ’697 Patent, and an award of costs and attorneys’ fees.

The defendants have not yet responded to the complaint. The Company is unable to predict the outcome of this matter or the timing of its resolution.

ITEM 1A. RISK FACTORS

Except as set forth below, there have been no material changes in our risk factors as previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. For a detailed description of our risk factors, refer to Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The risk factor set forth below updates and supersedes the risk factor in our Annual Report on Form 10-K for the year ended December 31, 2025 relating to the results of ACACIA-HCM and the potential regulatory approval of aficamten for the treatment of nHCM. The risks and uncertainties described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as updated below, are not the only ones facing us. Additional risk and uncertainties not presently known to us, or that we currently see as immaterial, may also adversely affect our business.

Although ACACIA-HCM met both of its dual primary endpoints, the FDA and other regulatory agencies may not find the results of ACACIA-HCM sufficient to support approval of aficamten for the treatment of nHCM, and any such approval may be delayed, limited or denied.

In August 2026, we announced the primary results from ACACIA-HCM, our pivotal Phase 3 clinical trial of aficamten in patients with symptomatic nHCM. ACACIA-HCM met both of its dual primary endpoints, demonstrating statistically significant improvements from baseline to Week 36 compared to placebo in both KCCQ Clinical Summary Score and maximal exercise performance (pVO2), and statistically significant improvements compared to placebo were also observed in its key secondary endpoints. Based on these results, we plan to submit a supplemental NDA to the FDA for aficamten for the treatment of adult patients with symptomatic nHCM in the fourth quarter of 2026. However, there can be no assurance that the FDA or any other regulatory agency will find the results of ACACIA-HCM sufficient to support approval of aficamten for the treatment of nHCM.

Achieving statistical significance on the primary and secondary endpoints of a clinical trial does not by itself establish that a drug is effective for regulatory purposes. The FDA and other regulatory agencies will evaluate the totality of the clinical data from ACACIA-HCM, including the magnitude, durability and clinical relevance of the observed treatment effects, the consistency of those effects across endpoints and patient subgroups, and the adverse events and overall safety profile of aficamten in the nHCM population, in determining whether aficamten is efficacious for the treatment of nHCM and whether its benefits outweigh its risks in this patient population. Regulatory agencies’ interpretations of what constitutes a minimally important clinical difference in functional endpoints such as KCCQ Clinical Summary Score and pVO2 can be subjective because there is no universally established standard, and because there is no approved therapy for nHCM, there is no established benchmark against which the magnitude of the benefit observed in ACACIA-HCM can be measured. Accordingly, the FDA may conclude that the improvements observed in ACACIA-HCM, although statistically significant, are not clinically meaningful or are not of a sufficient magnitude to demonstrate that aficamten is efficacious for the treatment of nHCM, or may otherwise disagree with our interpretation of the data.

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In addition, the nHCM patient population presents distinct physiological differences from the oHCM population, and drug candidates with mechanisms of action similar to aficamten have failed in nHCM. For example, Camzyos (mavacamten), a cardiac myosin inhibitor commercialized by Bristol-Myers Squibb Company, failed to meet its dual primary endpoints in ODYSSEY-HCM, a Phase 3 clinical trial assessing its efficacy for the treatment of nHCM. Regulatory agencies may consider the results of ACACIA-HCM in light of these prior results and the broader body of evidence regarding cardiac myosin inhibitors in nHCM. Furthermore, in ACACIA-HCM, left ventricular ejection fraction below 50% occurred more frequently in participants taking aficamten than in participants taking placebo, and certain participants taking aficamten experienced serious adverse events of heart failure. Regulatory agencies may weigh these safety findings against the observed efficacy in assessing the benefit-risk profile of aficamten in nHCM and, even if they approve aficamten for the treatment of nHCM, may require additional data or analyses, impose labeling restrictions, dose titration or monitoring requirements or modifications to the existing REMS program, or approve a narrower indication than the one we seek.

If the FDA or other regulatory agencies do not accept our supplemental NDA for filing, do not find the results of ACACIA-HCM sufficient to support approval, require additional clinical trials or data, or delay or limit any approval, we would be unable to commercialize aficamten for the treatment of nHCM on the timeline we anticipate, or at all. Any such outcome could materially and adversely affect our business, financial condition, results of operations and prospects, the market price of our common stock and our ability to achieve the objectives of our corporate strategy, which contemplates regulatory approvals of aficamten in nHCM in multiple geographies.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

(c) In this Item 5(c) of this quarterly report on Form 10-Q, the terms “officers”, “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements” have the meanings ascribed to them in Item 408 of Regulation S-K.

The following directors and officers adopted into or terminated a Rule 10b5-1 trading arrangement during the third quarter of 2026:

•
Robert I. Blum. Mr. Blum, our President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement on September 11, 2026 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Blum Plan”). The Blum Plan provides for the sale of up to 240,000 shares of our common stock, subject to certain conditions. The Blum Plan will terminate on the earlier of (x) November 30, 2027 and (y) the sale of all securities that are subject to the plan.
•
Andrew Callos. Mr. Callos, our Executive Vice President, Chief Commercial Officer, adopted a Rule 10b5-1 trading arrangement on August 25, 2026 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Callos Plan”). The Callos Plan provides for the sale of up to 67,414 shares of our common stock, subject to certain conditions. The Callos Plan will terminate on the earlier of (x) December 1, 2027 and (y) the sale of all securities that are subject to the plan.
•
Robert A. Harrington, M.D. Dr. Harrington, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement on August 31, 2026 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Harrington Plan”). The Harrington Plan provides for the sale of up to 3,425 shares of our common stock, subject to certain conditions. The Harrington Plan will terminate on the earlier of (x) July 31, 2027 and (y) the sale of all securities that are subject to the plan.
•
John T. Henderson, M.B., Ch.B. Dr. Henderson, the Chairman of our board of directors, adopted a Rule 10b5-1 trading arrangement on August 24, 2026 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Henderson Plan”). The Henderson Plan provides for the sale of up to 28,064 shares of our common stock, subject to certain conditions. The Henderson Plan will terminate on the earlier of (x) May 18, 2027 and (y) the sale of all securities that are subject to the plan.
•
Sung H. Lee. Mr. Lee, our Executive Vice President, Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on August 31, 2026 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Lee Plan”). The Lee Plan provides for the sale of up to 37,991 shares of our common stock, subject to certain conditions. The Lee Plan will terminate on the earlier of (x) December 31, 2027 and (y) the sale of all securities that are subject to the plan.
•
Fady I. Malik, M.D., Ph.D. Dr. Malik, our Executive Vice President, Research and Development, adopted a Rule 10b5-1 trading arrangement on August 24, 2026 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Malik Plan”). The Malik Plan provides for the sale of up to 144,075 shares of our common stock, subject to certain conditions. The Malik Plan will terminate on the earlier of (x) December 21, 2027 and (y) the sale of all securities that are subject to the plan.
•
B. Lynne Parshall, Esq. Ms. Parshall, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement on August 10, 2026 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Parshall Plan”). The Parshall Plan provides for the sale of up to 20,000 shares of our common stock, subject to certain conditions. The Parshall Plan will terminate on the earlier of (x) September 3, 2027 and (y) the sale of all securities that are subject to the plan.

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ITEM 6. EXHIBITS

 

 

 

 

Incorporated by Reference

 

Exhibit

No.

 

 

 

 

Form

 

File

No.

Filing

Date

Exh.

No.

 

Filed

Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation

 

S-3

 

333-174869

 

June 13, 2011

 

3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.2

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation

 

10-Q

 

000-50633

 

August 4, 2011

 

3.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.3

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation

 

8-K

 

000-50633

 

June 25, 2013

 

5.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.4

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation

 

8-K

 

000-50633

 

May 20, 2016

 

3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.5

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation

 

10-Q

 

000-50633

 

August 3, 2023

 

3.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.6

 

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation

 

 

10-Q

 

000-50633

 

August 7, 2025

 

3.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.7

 

Amended and Restated Bylaws

 

8-K

 

000-50633

 

February 17, 2023

 

3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.1

 

Specimen Common Stock Certificate

 

10-Q

 

000-50633

 

May 9, 2007

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Form of Warrant Issuable to Oxford Finance LLC pursuant to that certain Loan and Security Agreement, dated as of May 17, 2019, by and among the Company, Oxford Finance LLC and Silicon Valley Bank

 

10-Q

 

000-50633

 

August 9, 2019

 

4.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.3

 

Base Indenture, dated November 13, 2019, between the Company and U.S. Bank National Association, as Trustee

 

8-K

 

000-50633

 

November 13, 2019

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.4

 

First Supplemental Indenture, dated November 13, 2019, between the Company and U.S. Bank National Association, as Trustee (including the form of 4.00% Convertible Senior Notes due 2026)

 

8-K

 

000-50633

 

November 13, 2019

 

4.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.5

 

Indenture, dated July 6, 2022, between the Company and U.S. Bank Trust Company, National Association, as Trustee (including the form of 3.50% Convertible Senior Notes due 2027)

 

8-K

 

000-50633

 

July 6, 2022

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.6

 

Indenture, dated as of September 19, 2025, between the Company and U.S. Bank Trust Company, National Association, as Trustee (including the form of 1.75% Convertible Senior Notes due 2031)

 

8-K

 

000-50633

 

 

September 22, 2025

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.6

 

Certificate of Designation

 

8-K

 

000-50633

 

April 18, 2011

 

4.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.7

 

Certificate of Designation

 

8-K

 

000-50633

 

June 30, 2012

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.8

 

Certificate of Change of Registered Agent

 

10-K

 

000-50633

 

March 1, 2023

 

4.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.1

 

Amended and restated 2015 Employee Stock Purchase Plan

 

S-8

 

000-50633

 

May 27, 2025

 

 

99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.1

 

Insider Trading Policy

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

45


Table of Contents

 

32.1

 

Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

 

X

(1) This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

46


Table of Contents

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: November 4, 2026

 

CYTOKINETICS, INCORPORATED

 

 

(Registrant)

 

 

 

 

 

/s/ Robert I. Blum

 

 

Robert I. Blum

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Sung H. Lee

 

 

Sung H. Lee

 

 

Executive Vice President, Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

 

47


Exhibit 19.1

img131117792_0.jpg

INSIDER TRADING POLICY
 

(dated September 20, 2026)

1. INTRODUCTION

Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Trading while aware of MNPI is often referred to as “insider trading.”

Who Is Subject to this Policy. Cytokinetics, Inc. (the “Company”) has adopted the following policy (this “Policy”) regarding trading in securities by all of its directors, officers and employees (together, “Company Personnel”) as well as their family members who reside with them, anyone else who lives in their household and any family members who do not live in their household but whose transactions in Company securities (as defined below) are directed by them or are subject to their influence or control (collectively, “Family Members”), and any corporations, limited liability companies, partnerships and other organizations and trusts controlled by you or your Family Members (collectively, “Controlled Entities,” and together with Company Personnel and Family Members, “Insiders”). Unless otherwise indicated, all references to “you” in this Policy should be read to include all of your Family Members and Controlled Entities.

Which Securities Are Subject to this Policy. This Policy applies to transactions, whether direct or indirect, in the Company’s securities, including its common stock, options to purchase common stock, restricted stock or restricted stock units or any other type of securities that Company may issue from time to time, including but not limited to preferred stock and convertible debentures, as well as derivative securities relating to the Company but that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s securities (collectively, “Company securities”). Similarly, this Policy applies to all securities, including common stock, options to purchase common stock or any other type of securities, that are issued by a Company Counterparty (as defined below), as well as any derivative securities that are relating to the Company Counterparty but that are not issued by such Company Counterparty, such as puts, calls or swaps.

How this Policy Applies to Company Counterparties. The principles discussed in this Policy also apply to nonpublic information that you obtain in the course of your employment or other involvement with the Company about another public company (or its securities) with which the Company has a preexisting or prospective relationship, such as the Company’s customers, suppliers, contract research, manufacturing, licensing or other collaboration partners, companies in which the Company has an investment or a firm with which the Company is negotiating a major transaction, such as a joint venture, licensing transaction, collaboration arrangement or material acquisition or disposition (a “Company Counterparty” or “Company Counterparties”).

 


 

No Exceptions Under the Securities Laws. The prohibition against trading while aware of MNPI is absolute and unconditional. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to high standards of conduct. There is no exception for small transactions or transactions that may seem necessary or justifiable for independent reasons, such as the need to raise money for an emergency expenditure.

Individual Responsibility. The Company has designed this Policy to promote compliance with the federal securities laws and to help protect the Company and you from the serious liabilities and penalties that can result from violations of these laws. However, you ultimately are responsible for ensuring that you (as well as your Family Members and Controlled Entities) do not violate federal or state securities laws or this Policy.

Consequences for Violating Insider Trading Laws. If you violate insider trading laws, you may have to pay civil fines for up to three times the profit gained or loss avoided by such trading, as well as criminal fines of up to $5 million. You also may be subject to criminal charges and may have to serve a jail sentence of up to 20 years. In addition, the Company may face civil penalties up to the greater of $1 million, or three times the profit gained or loss avoided as a result of your insider trading violations, as well as criminal fines of up to $25 million. Both the Securities and Exchange Commission (“SEC”) and The Nasdaq Stock Market (“Nasdaq”) are very effective at detecting and pursuing insider trading cases. The SEC has successfully prosecuted cases against employees trading through foreign accounts, trading by family members and friends and trading involving only a small number of shares. Therefore, this Policy should be read carefully and complied with fully.

Who Administers this Policy. The Chief Legal and Administrative Officer (“CLAO”) administers this Policy. You should consult the CLAO or a member of the Company’s Legal Department if you have any questions.

2. Material Nonpublic Information: WHAT INFORMATION IS “MATERIAL”? When is Information “Public”?

A. Material Information

Information is generally considered “material” if there is a likelihood a reasonable investor would consider such information important in making an investment decision to buy, hold or sell securities. Either positive or negative information may be material. There is no bright‐line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances. The CLAO or other attorneys designated by the CLAO should be consulted and shall determine whether information is material, but, in general, any information that could reasonably be expected to affect the Company’s or a Company Counterparty’s stock price should be considered material. Depending on the circumstances, common examples of information that may be material include:

•
Financial and operating results, estimates, forecasts and projections, including earnings, cash runway, revenue or similar financial information;
•
Company financial and other projections and strategic plans;

2


 

•
Unpublished financial reports or projections, including knowledge of changes of research analyst views or ratings;
•
Potential mergers and acquisitions, the sale of Company assets or subsidiaries or other potential business combinations;
•
New major contracts, orders, suppliers, customers, or finance sources, or the loss or termination thereof;
•
Major discoveries or significant changes or developments in product lines, research or technologies, including significant scientific, clinical or regulatory achievements or data, and clinical trial results or data;
•
Significant changes or developments in supplies or inventory, including significant product defects, recalls or product returns and supply shortages of raw materials or products;
•
Significant pricing changes;
•
Public or private securities/debt offerings, stock splits, or changes in Company dividend policies or amounts;
•
Significant changes in senior management;
•
Actual or threatened major litigation or the resolution of such litigation;
•
Significant communications with the FDA, EMA or other regulatory authorities; and
•
Regulatory inspections and findings regarding the Company or any of its material contract manufacturing, contract research organizations, or other vendors.

This list is not exhaustive. Federal and Nasdaq investigators will scrutinize a questionable trade after the fact with the benefit of hindsight, so you should always err on the side of caution. The mere fact that a person is aware of MNPI is a bar to trading. It is no excuse that such person’s reasons for trading were not based on the MNPI. If you have questions regarding specific transactions, please contact the CLAO.

B. Nonpublic Information

Nonpublic information is information that is not generally known by or available to the public. We consider information to be available to the public only when:

•
it has been released to the public by the Company through appropriate channels (e.g., by means of a press release, webcast or a filing with the SEC); and
•
enough time has elapsed to permit the investment market to absorb and evaluate the information. As a general rule, you should consider information to be nonpublic until one full trading day has lapsed following the time of public disCLAOsure.

3


 

The fact that rumors, speculation or statements attributed to unidentified sources are public is insufficient to be considered “generally available to the public” even when the information is accurate.

3. POLICIES AND PROCEDURES

A. Trading Policy

1. No Trading on the Basis of MNPI. You may not buy, sell, gift or otherwise transact in securities of the Company or a Company Counterparty while you are aware of MNPI about that company or its securities that you learned in the course of your employment or service with the Company.

2. No Tipping. You may not convey to anyone else, including family members, MNPI about the Company or a Company Counterparty or its securities that you learned in the course of your employment or service with the Company. You also may not suggest that anyone purchase or sell the Company’s or a Company Counterparty’s securities while you are aware of MNPI about that company or its securities. These practices, known as “tipping,” also violate U.S. securities laws and can result in the same civil and criminal penalties that apply if you engage in insider trading directly, even if you do not receive any money or derive any benefit from trades made by persons to whom you passed MNPI. Persons with whom you have a history, pattern or practice of sharing confidences—such as family members, close friends and financial and personal counselors—may be presumed to act on the basis of information known to you; therefore, special care should be taken so that MNPI is not disclosed to such persons. This Policy does not restrict legitimate business communications on a “need to know” basis. MNPI, however, should not be disclosed to persons outside the Company unless you are specifically authorized to disclose such information and such disclosure is made in accordance with the Company’s Corporate Disclosure/Regulation FD Policy.

3. No Short-Term or Speculative Trading. It is against Company policy for you to engage in short-term or speculative transactions in Company securities. As such, you may not engage in: (a) short sales (selling Company securities you do not own); (b) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (c) other hedging transactions (such as “cashless” collars, forward sales, equity swaps and other similar arrangements).

4. No Pledging. As securities held in a margin account or pledged as collateral may be sold without your consent, if you fail to meet a margin call or if you default on a loan, a margin or foreclosure sale may result in unlawful insider trading. Because of this danger, you may not: (a) purchase Company securities on margin; (b) borrow against any account in which Company securities are held; or (c) pledge Company securities as collateral for a loan.

5. Applying the Trading Policy. As stated above, these restrictions also apply to your Family Members and Controlled Entities. For purposes of this Policy, references to “trading,” “transact” and “transactions” include, among other things:

•
purchases and/or sales of securities in public markets;

4


 

•
sales of securities obtained through the exercise of stock options or vesting of other equity awards granted by the Company;
•
making gifts of securities; and
•
using securities to secure a loan.

Transactions in mutual funds that are invested in Company or Company Counterparty securities are not transactions subject to this Policy as long as (a) the Insider does not

control the investment decisions on individual stocks within the fund and (b) Company or Company Counterparty securities do not represent a substantial portion of the assets of the fund.

In addition, transactions pursuant to a Rule 10b5-1 Trading Plan (as defined below) are subject to certain exceptions and requirements set forth below.

B. Additional Policies

1. Transactions by the Company

From time to time, the Company may engage in transactions in its own securities, including share issuances and repurchases. The Company’s practices with respect to these transactions, which are overseen by the Finance and Legal departments (and approved by the Board of Directors or appropriate committee, if required or appropriate), are designed to promote compliance with applicable insider trading and other securities laws, rules, regulations and listing standards. Transactions pursuant to equity-based compensation arrangements are conducted in accordance with the terms of the plans and agreements.

2. Unauthorized Disclosure of Confidential Information

The protection of confidential business information and trade secrets is vital to the interests and success of the Company. Company Personnel may not reveal or divulge Company information (including but not limited to Family Members, other relatives or business or social acquaintances), unless it is necessary to do so in the performance of a job or activity and such information is protected by a confidentiality agreement or such disclosure is approved by a person authorized to allow for the release of such information. You should treat all information you learn about the Company or its business plans, such as information regarding the Company’s drug candidates, suppliers, customers, patients or employees, as confidential and proprietary to the Company until it is publicly disclosed (“Confidential Information”).

In addition, you are prohibited from participating as an “expert,” consultant, advisor and/or in any capacity for an “expert network” and/or any other outside firm that compensates individuals for speaking with investors and other investment professionals. This prohibition is designed to protect the Company, its stockholders and you. United States criminal authorities and the SEC have prosecuted numerous public company employees who received compensation from expert networks to speak with investors and disclose confidential company information that investors then used for trading purposes.

5


 

Legal rules govern the timing and nature of our disclosure of material information to outsiders or the public. Violation of these rules could result in substantial liability for you, the Company and its management. For this reason, we permit only specifically designated representatives of the Company to discuss the Company with the news media, securities analysts and investors and only in accordance with the Company’s Corporate Disclosure/Regulation FD Policy. If you receive inquiries of this nature, refer them to the Chief Legal & Administration Officer.

3. Prediction Market Transactions

You may not use Confidential Information in connection with any prediction market transactions, whether in the form of an event contract, betting platform, wager, or similar mechanism. Regardless of whether you have Confidential Information, you may not engage in any such transaction with respect to events or outcomes that you can influence through your work at the Company. These prohibitions apply as well to “tipping” Confidential Information to others who engage in prediction market transactions or using your position at the Company to influence the outcome of an event with the intention of benefitting others whom you know have or will engage in such transactions. These prohibitions also apply regardless of whether the transaction occurs through a platform that is public, private, regulated, or unregulated. Even though such transactions may not involve the Company’s stock or other securities, such transactions or conduct can create a conflict of interest and constitute misuse of Company information that is prohibited under the Company’s Code of Ethics and Business Conduct.

C. Additional Trading Procedures

1. Overview

Subject to certain exceptions set forth below, you may not transact in Company securities while you are subject to a trading blackout period. Even if you are not subject to a trading blackout period, certain individuals are required to pre-clear their transactions in advance with the CLAO.

2. Definitions

•
“Quarterly Blackout Group” includes Board Members, Section 16 Officers, Executives and Specially Designated Non-Executives.
•
“Pre-Clearance Group” includes Board Members, Section 16 Officers, other Executives and Specially Designated Non-Executives.
•
“Board Members” means members of the Company’s Board of Directors from time to time.
•
“Section 16 Officers” means Company officers as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) from time to time.
•
“Executives” means the Chief Executive Officer and all Executive Vice Presidents, Senior Vice Presidents and Vice Presidents of the Company from time to time.

6


 

•
“CSC Members” means the members of the Company’s Corporate Steering Committee (the “CSC”) from time to time as appointed by the Chief Executive Officer.
•
“SLT Members” means the members of the Company’s Senior Leadership Team (the “SLT”) from time to time comprised of all employees with seniority of Vice President and above.
•
“Specially Designated Non-Executives” means those individuals designated by the Company from time to time who, because of their position with the Company, have regular access to MNPI. See Appendix A to this Policy for a list of Specially Designated Non-Executives by job title.

3. Trading Blackout Periods

Quarterly Blackout Periods. The Company has established “quarterly blackout periods” to apply to members of the Quarterly Blackout Group that begin at the close of market on the last business day of the second calendar month of each fiscal quarter and end 24 hours following the filing with the SEC of the Company’s quarterly report on Form 10-Q for the relevant quarter or, following the end of the first quarter only, the filing with the SEC of the Company’s annual report on Form 10-K. This is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws due to the fact that, during such periods, members of the Quarterly Blackout Group will often be aware of MNPI about the expected financial results for the quarter. You will be notified by e-mail if you are a member of the Blackout Group and therefore subject to the quarterly blackout periods.

Special Blackout Periods. From time to time, due to certain developments (such as a significant event or transaction) during which there may exist MNPI about the Company or a Company Counterparty, the Company may implement special blackout periods during which the Company may notify particular individuals that they should not transact in Company securities or the securities of a Company Counterparty, as applicable (subject to the exceptions set forth below). If you are subject to a special blackout period, you should not trade in the applicable company’s securities during such time and you should not disclose to others the fact that you are prohibited from trading, as the existence of a special blackout period may, itself, be deemed MNPI. These special blackout periods, which may vary in length, will be determined by the CLAO and be communicated to the appropriate personnel via e-mail. Termination of a blackout period will also be communicated to the appropriate personnel via e‑mail.

General Information About Blackout Periods. It is not the Company’s policy to impose a blackout period every time that MNPI exists or every time that an Insider may be aware of MNPI. Thus, the absence of a blackout period should not be interpreted as permission to trade. In addition, if you are subject to the Company’s pre-clearance policy (described below), you must pre-clear transactions even if you initiate them while a blackout period is not in place. Even if a blackout period is in place, you may exercise Company stock options if no shares are to be sold – you may not, however, effect sales of stock issued upon the exercise of stock options (including cashless exercises). Generally, all pending purchase and sale orders regarding Company securities must be executed or cancelled before a blackout period is implemented so as to avoid any transactions during such period.

7


 

4. Pre-clearance

The Company requires all members of the Pre-Clearance Group to contact a member of the C-ROC Securities Subcommittee (the “Trading Officers”) in advance of effecting any purchase, sale, gift or other trading of Company securities and to obtain prior approval of the transaction, other than transactions made under an approved Rule 10b5-1 Trading Plan (as discussed below). All requests must be submitted to the Trading Officers in advance of the proposed transaction (or, with respect to transactions by the CFO or his or her designee, the Chief Executive Officer or CLAO).

If a transaction is approved under the pre-clearance policy, the transaction may not be executed if you acquire MNPI concerning the Company during that time. If a transaction is not completed within the period described above, the transaction must be approved again before it may be executed.

If a proposed transaction is not approved under the pre-clearance policy, you may not transact in Company securities, and you should not inform anyone within or outside of the Company of the restriction. For the avoidance of doubt, there should be no presumption that the Trading Officers will grant any or all pre-clearance requests and there shall be no obligation to inform you of the reasons for any request approval or denial. Any transaction under a Rule 10b5-1 Trading Plan will not require pre-clearance at the time of the transaction, but the adoption or termination of any such Rule 10b5-1 Trading Plan is subject to the pre-clearance and other restrictions set forth below.

5. Required Broker

The Company has designated E*Trade as the required broker (the “Designated Broker”) for the holding and subsequent sales of all Company securities acquired through a Company-sponsored benefit plan (e.g. ESPP or EIP) from such Insider’s individual account at the Designated Broker. The Company may change the Designated Broker at any time. No Insider may transfer Company securities acquired by such Insider pursuant to a Company-sponsored benefit plan to any other broker or securities account. This transfer prohibition shall continue to apply after termination of your employment or service to the Company for so long as you beneficially own such securities.

6. Transactions After Termination of Employment or Service

This Policy, other than the pre-clearance provisions, will continue to apply to your transactions in Company securities after your employment or service with the Company has terminated until such time as you are no longer aware of MNPI or until that information has been publicly disclosed or is no longer material.

8


 

D. Exceptions to the Restrictions in this Policy

The restrictions contained in this Policy shall not apply to:

•
Certain stock option exercises: the exercise of Company stock options pursuant to the Company’s equity incentive plans and agreements if (a) no shares are to be sold to third parties (e.g., the payment of the exercise price and taxes is in cash) or (b) there is only a “net exercise” (defined as the Company withholding shares to satisfy your tax obligations or to cover the exercise price or equivalent), but the restrictions in this Policy shall apply to any sale of stock as part of a broker-assisted cashless option exercise or the subsequent sale of securities acquired upon exercise of an option;
•
Net settlement for other equity awards (restricted stock units, restricted stock, performance stock units, performance shares): the withholding of shares to satisfy a tax withholding obligation upon the grant, vesting or settlement of equity awards pursuant to the Company’s equity incentive plans and agreements;
•
Certain “sell to cover” transactions for other equity awards (restricted stock units, restricted stock, performance stock units, performance shares): a sale of shares of common stock directed by the Company in its sole discretion in order to cover the Company’s or such individual’s or entity’s withholding tax obligations in connection with the grant, vesting or settlement of equity awards pursuant to the Company’s equity incentive plans and agreements (other than stock options or stock appreciation rights);
•
Vesting of equity awards: the vesting of Company stock options, restricted stock, restricted stock units or other equity incentive awards according to their terms;
•
ESPP purchases: purchases of shares through the Company’s Employee Stock Purchase Plan (“ESPP”) in accordance with your pre-established participation elections, but the restrictions in this Policy shall apply to the subsequent sale of securities acquired under the ESPP;
•
Change in form of ownership: transferring shares to an entity that does not involve a change in the beneficial ownership of the shares (for example, transferring shares from one brokerage account to another brokerage account that you control, subject to the requirement above to use the Designated Broker with respect to securities acquired pursuant to a Company-sponsored benefit plan);
•
Participation in securities offering: sales of Company securities as a selling stockholder in a registered public offering, including a “synthetic secondary” offering, in accordance with applicable securities laws;
•
Transactions with the Company: any other purchase of Company securities from the Company or sale of Company securities to the Company in accordance with applicable securities and state laws; or
•
Rule 10b5-1 Plan transactions: trades pursuant to a pre-approved Rule 10b5-1 Plan (as discussed below).

9


 

To the extent applicable and such elections are permitted, your elections regarding (1) participation in “net exercise” or “sell to cover” transactions or (2) participation in or an increase in contributions to the ESPP, in each case, including changes from any defaults established by the Company, may only be made when you are not subject to a blackout period and are not aware of MNPI.

E. Rule 10b5-1 Trading Plans

Rule 10b5-1 under the Exchange Act provides an affirmative defense from insider trading liability if trades occur pursuant to a pre-arranged trading plan that meets specified conditions (a “Rule 10b5-1 Trading Plan”). A Rule 10b5-1 Trading Plan is a written trading plan between you and your broker and must either specify the number of securities to be bought or sold, along with the price and the date, or provide a written formula for determining this information. Alternatively, such Rule 10b5-1 Trading Plan can delegate investment discretion to a third party, such as a broker, who then makes trading decisions without further input from the person implementing the plan. A Rule 10b5-1 Trading Plan must be established at a time when you are not aware of any MNPI and must not permit you to exercise any subsequent control or influence over how, when or whether the purchases or sales are made. Under this Policy, the adoption or termination of a Rule 10b5-1 Trading Plan must meet the requirements set forth in Appendix B, “Guidelines for Rule 10b5-1 Trading Plans,” including applicable pre-clearance procedures.

Mandatory Rule 10b5-1 Trading Plans for Board Members and CSC Members. Board Members and CSC Members may only transact in Company securities beneficially owned by them pursuant to a Rule 10b5-1 Trading Plan adopted in accordance with this Policy and Appendix B. This mandatory 10b5-1 requirement shall not apply to gift transactions, including charitable donations.

Hardship Exception. On an exceptional basis, a Board Member or CSC Member may request approval to transact in Company securities outside of a Rule 10b5-1 Trading Plan. Any such request must be submitted in writing to the Chief Financial Officer (the “CFO”) or the Chief Legal & Administrative Officer in advance of the proposed transaction and may be granted only upon a showing of unusual personal circumstances giving rise to a need to transact, such as extraordinary medical expenses, an unanticipated tax obligation or another bona fide personal emergency need. Approval is in the sole discretion of the approving officer, and there should be no presumption that any such request will be granted or that the reasons for any approval or denial will be provided. Any transaction approved under this hardship exception remains subject to all other provisions of this Policy, including the prohibition on transacting while aware of MNPI, the blackout period restrictions and the pre-clearance requirements.

Form 4 Filing Considerations. Board Members and CSC Members who are subject to the reporting requirements of Section 16 of the Exchange Act are requested to structure their Rule 10b5-1 Trading Plans, to the extent practical, so that trades executed under the plan do not result in an excessive or unusual number of required Form 4 filings.

10


 

Rule 10b5-1 Trading Plans for SLT Members. SLT Members who are not CSC Members are strongly encouraged, but not required, to transact in Company securities pursuant to a Rule 10b5-1 Trading Plan. An SLT Member who is not a CSC Member may transact in Company securities outside of a Rule 10b5-1 Trading Plan, provided that the transaction is pre-cleared in accordance with the pre-clearance procedures set forth in this Policy, is effected at a time when no blackout period applicable to such SLT Member is in effect and is effected at a time when such SLT Member is not aware of MNPI.

Because the SEC rules on trading plans are complex, you should consult with your broker and be sure you fully understand the limitations and conditions of the rules before you establish a Rule 10b5-1 Trading Plan (or a transaction that is intended to constitute a “non-Rule 10b5-1 trading arrangement” within the meaning of SEC rules).

4. ADMINISTRATIVE PROVISIONS

A. Acknowledgment

This Policy will be delivered to each Insider upon its adoption by the Company, and to all new Insiders at the start of their employment or service to the Company. Upon first receiving a copy of this Policy or any revised versions, each Insider must acknowledge in writing or electronically that he or she has received a copy and read and understands this Policy and agrees to comply with its terms. Insiders may be required to certify compliance with this Policy periodically as requested by management.

B. Non-compliance

Any Insider who fails to comply with this Policy or any federal or state laws governing insider trading or tipping will be subject to appropriate disciplinary action, up to and including termination of employment. Any Insider who knows of any such violation, whether by himself or herself or any other Insider, must report the violation immediately to the CLAO.

C. Amendments

This Policy will be reviewed, evaluated and revised by the Company from time to time in light of regulatory changes, developments in the Company’s business and other factors.

D. Questions

Questions about this Policy should be directed to the CLAO.

11


 

APPENDIX A

 

List of Specially Designated Non-Executives

•
All Finance Department personnel, excluding Payroll and Accounts Payable Personnel
•
All persons with access to Company’s sales information prior to public disclosure
•
Executive Administrative Assistants

A-1


 

APPENDIX B

 

Guidelines for Rule 10b5-1 Trading Plans

As discussed in the Policy, Rule 10b5-1 under the Exchange Act provides an affirmative defense from insider trading liability. In order to be eligible to rely on this affirmative defense, you must enter into a Rule 10b5-1 Trading Plan for transactions in Company securities that meets certain conditions specified in Rule 10b5‑1, including the guidelines set forth below. These guidelines generally do not apply to any transactions that are intended to constitute “non-Rule 10b5-1 trading arrangements” within the meaning of SEC rules. Capitalized terms used in these guidelines without definition have the meaning set forth in the Policy.

These guidelines are in addition to, and not in lieu of, the requirements and conditions of Rule 10b5-1. The Trading Officers will interpret and administer these guidelines for compliance with Rule 10b5-1 and the Policy. No personal legal or financial advice is being provided by the Trading Officers or other members of the Company regarding any Rule 10b5-1 Trading Plan or proposed trades. You remain ultimately responsible for ensuring that your Rule 10b5-1 Trading Plans and contemplated transactions fully comply with applicable securities laws. It is recommended that you consult with your own attorney or other advisor about any contemplated Rule 10b5-1 Trading Plan.

Note that for any Board Members and Section 16 Officers (collectively, “Section 16 Persons”), the Company is required to disclose the material terms of his or her (and any Family Members’ and Controlled Entities’) Rule 10b5-1 Trading Plan, other than with respect to price, in its periodic report for the quarter in which the Rule 10b5-1 Trading Plan is adopted or terminated or modified (as described below).

1. Pre-Clearance Requirement. The Rule 10b5-1 Trading Plan must be submitted for pre-approval in advance to the Trading Officers at least five trading days prior to the entry into the plan in accordance with the procedures set forth in the Policy and these guidelines. The Company may require that you use a standardized form of Rule 10b5-1 Trading Plan.

2. Time of Adoption. Subject to pre-clearance requirements described above, the Rule 10b5‑1 Trading Plan must be adopted at a time:

•
when you are not aware of any MNPI; and
•
when you are not subject to a blackout period.

3. Plan Instructions. Any Rule 10b5-1 Trading Plan must be in writing, signed and either:

•
specify the amount, price and date of the sales (or purchases) of Company securities to be effected;
•
provide a formula, algorithm or computer program for determining when to sell (or purchase) the Company’s securities, the quantity to sell (or purchase) and the price; or
•
delegate decision-making authority with regard to these transactions to a broker or other agent without any MNPI about the Company or its securities.

B-1


 

For the avoidance of doubt, you may not subsequently influence how, when or whether to effect purchases or sales with respect to the securities subject to an approved and adopted Rule 10b5-1 Trading Plan.

4. No Hedging. You may not have entered into or alter a corresponding or hedging transaction or position with respect to the securities subject to the Rule 10b5-1 Trading Plan and must agree not to enter into any such transaction while the Rule 10b5-1 Trading Plan is in effect.

5. Good Faith Requirements. You must enter into the Rule 10b5-1 Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rules 10b-5 and 10b5‑1 under the Exchange Act. You must act in good faith with respect to the Rule 10b5-1 Trading Plan for the entirety of its duration.

6. Certifications for Section 16 Persons. Section 16 Persons and their Family Members and Controlled Entities that enter into Rule 10b5-1 Trading Plans must certify that they are: (1) not aware of any MNPI about the Company or the Company securities; and (2) adopting the Rule 10b5-1 Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rules 10b-5 and 10b5-1 under the Exchange Act.

7. Cooling Off Periods. The first trade under the Rule 10b5-1 Trading Plan may not occur until the expiration of a cooling-off period as follows:

•
For Section 16 Persons (as well as their Family Members and Controlled Entities), the later of (1) two business days following the filing of the Company’s Form 10‑Q or Form 10‑K for the completed fiscal quarter in which the Rule 10b5-1 Trading Plan was adopted and (2) 90 calendar days after adoption of the Rule 10b5-1 Trading Plan; provided, however, that the required cooling-off period shall in no event exceed 120 days.
•
For other Insiders, 30 days after adoption of the Rule 10b5-1 Trading Plan.

8. No Overlapping Rule 10b5-1 Trading Plans. You may not enter into overlapping Rule 10b5-1 Trading Plans (subject to certain exceptions). Please consult with the Trading Officers for any questions regarding overlapping Rule 10b5-1 Trading Plans.

9. Single Transaction Plans. You may not enter into more than one Rule 10b5-1 Trading Plan designed to effect the open-market purchase or sale of the total amount of securities as a single transaction during any rolling 12-month period (subject to certain exceptions). A single-transaction plan is “designed to effect” the purchase or sale of securities as a single transaction when the terms of the plan would, for practical purposes, directly or indirectly require execution in a single transaction.

10. Terminations and Amendments. Typically, you may terminate your Rule 10b5-1 Trading Plan prior to its expiry only if (i) such termination occurs when you are not subject to a blackout period, and (ii) you are not in possession of MNPI at the time of termination. You are required to obtain approval from the Trading Officers prior to the termination of a Rule 10b5-1 Trading Plan. Rule 10b5-1 Trading Plans may not be amended.

B-2


Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

 

I, Robert I. Blum, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Cytokinetics, Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 4, 2026

By:

 

/s/ Robert I. Blum

 

 

Robert I. Blum,

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 


Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

 

I, Sung H. Lee, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Cytokinetics, Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 4, 2026

By:

 

/s/ Sung H. Lee

 

 

Sung H. Lee,

 

 

Executive Vice President, Chief Financial Officer (Principal Financial Officer)

 


Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

I certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that the Quarterly Report of Cytokinetics, Incorporated on Form 10-Q for the quarterly period ended September 30, 2026 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Cytokinetics, Incorporated.

Dated: November 4, 2026

 

/s/ Robert I. Blum

 

Robert I. Blum,

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

/s/ Sung H. Lee

 

Sung H. Lee,

 

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)