UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | May 20, 2016 |
Cytokinetics, Incorporated
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(Exact name of registrant as specified in its charter)
| Delaware | 000-50633 | 94-3291317 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 280 East Grand Avenue, South San Francisco, California | 94080 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (650) 624 - 3000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On May 18, 2016, the Board of Directors of Cytokinetics, Incorporated (the "Company") appointed Ms. Caryn McDowell, J.D., the Company’s Vice President, General Counsel to Vice President, General Counsel and Chief Compliance Officer.
Ms. McDowell, age 46, has served as our Vice President, General Counsel since May 2015. Prior to joining the Company, Ms. McDowell was Vice President, Deputy General Counsel at InterMune, Inc. from January 2014 to February 2015 where she was responsible for SEC matters and commercialization. From June 2013 to December 2013, Ms. McDowell was Senior Director, Associate General Counsel and Head of U.S. Healthcare Law at Onyx Pharmaceuticals, Inc. From February 2012 to March 2013, Ms. McDowell was Executive Director, Corporate Law at Affymax, Inc. From June 2007 to January 2012, Ms. McDowell was Senior Corporate Counsel at Genentech, Inc. Ms. McDowell received a B.A. in Political Science and Judaic Studies from the University of Michigan and a J.D. from Boston University School of Law. There are no family relationships between Ms. McDowell and any director or executive officer of the Company, and there are no transactions involving the Company and Ms. McDowell that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
(d) On May 18, 2016, the Board of Directors of the Company appointed Edward Kaye, M.D. as a Class I director of the Company and as a member of the Company's Science and Technology Committee. Dr. Kaye will serve until the Company’s 2017 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. Dr. Kaye will receive compensation as a non-employee director of the Company under the Company’s standard compensation arrangement with its non-employee directors as described under "Director Compensation" in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2016, including an initial grant of an option to purchase 35,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock, as listed on NASDAQ, on May 18, 2016. The option, granted under the Company’s Amended and Restated 2004 Equity Incentive Plan, will vest monthly over 36 months, until all of such shares are fully vested, subject to Dr. Kaye’s continued service relationship with the Company during such period. There are no arrangements or understandings between Dr. Kaye and any other persons pursuant to which he was selected as a director, and there are no transactions involving the Company and Dr. Kaye that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Dr. Kaye’s appointment is attached hereto as Exhibit 99.1.
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 hereunto duly authorized.
| Cytokinetics, Incorporated | ||||
| May 20, 2016 | By: |
/s/ Sharon A. Barbari
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| Name: Sharon A. Barbari | ||||
| Title: Executive Vice President, Finance and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release, dated May 20, 2016 |
CYTOKINETICS APPOINTS EDWARD M. KAYE, M.D., TO BOARD OF DIRECTORS
SOUTH SAN FRANCISCO, Calif., May 20, 2016 — Cytokinetics, Inc. (Nasdaq:CYTK) announced today that Edward M. Kaye, M.D., has been appointed to the company’s Board of Directors. Dr. Kaye is the Interim Chief Executive Officer and Senior Vice President, Chief Medical Officer of Sarepta Therapeutics.
Dr. Kaye joins the Cytokinetics Board of Directors with substantial industry experience in rare diseases including neurological conditions. He has served as Interim Chief Executive Officer of Sarepta since 2015 and as the SVP, Chief Medical Officer since 2011. Prior to joining Sarepta, Dr. Kaye was employed by Genzyme Corporation for ten years, holding various senior management positions, the most recent of which was Group Vice President of Clinical Development, in which he supervised clinical research in lysosomal storage disease programs and genetic neurological disorders. Previously, Dr. Kaye served as Chief of Biochemical Genetics at Children’s Hospital of Philadelphia and Associate Professor of Neurology and Pediatrics at the University Of Pennsylvania School Of Medicine. Dr. Kaye serves as a Neurological Consultant at the Children’s Hospital of Boston and is on the editorial boards of a number of medical journals. He is also a member of several scientific advisory boards, including United Leukodystrophy Foundation, Spinal Muscular Atrophy Foundation, CureCMD, CureDuchenne and Prize4Life. Dr. Kaye received his medical education and pediatric training at Loyola University Stritch School of Medicine and University Hospital, child neurology training at Boston City Hospital, Boston University, and completed his training as a neurochemical research fellow at Bedford VA Hospital, Boston University.
“We are pleased to welcome Ed to our Board. His expertise in rare neuromuscular diseases is highly relevant as we advance our clinical programs in ALS and SMA into late-stage development,” said Robert I. Blum, Cytokinetics’ President and Chief Executive Officer. “Ed has overseen many clinical research and development programs, and we look forward to the benefit of his industry-leading experience.”
About Cytokinetics
Cytokinetics is a late-stage biopharmaceutical company focused on discovering, developing and commercializing first-in-class muscle activators as potential treatments for debilitating diseases in which muscle performance is compromised and/or declining. As a leader in muscle biology and the mechanics of muscle performance, the company is developing small molecule drug candidates specifically engineered to increase muscle function and contractility. Cytokinetics’ lead drug candidate is tirasemtiv, a fast skeletal muscle troponin activator, for the potential treatment of ALS. Tirasemtiv has been granted orphan drug designation and fast track status by the U.S. Food and Drug Administration and orphan medicinal product designation by the European Medicines Agency for the potential treatment of ALS. Cytokinetics retains the right to develop and commercialize tirasemtiv. Cytokinetics is collaborating with Amgen Inc. to develop omecamtiv mecarbil, a novel cardiac muscle activator, for the potential treatment of heart failure. Cytokinetics is collaborating with Astellas Pharma Inc. to develop CK-2127107, a fast skeletal muscle activator, for the potential treatment of spinal muscular atrophy and chronic obstructive pulmonary disorder. Amgen holds an exclusive license worldwide to develop and commercialize omecamtiv mecarbil and Astellas holds an exclusive license worldwide to develop and commercialize CK-2127107. Both licenses are subject to Cytokinetics’ specified development and commercialization participation rights. For additional information about Cytokinetics, visit http://www.cytokinetics.com/.
Forward-Looking Statements
This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the “Act”). Cytokinetics disclaims any intent or obligation to update these forward-looking statements, and claims the protection of the Act’s safe harbor for forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the potential advancement of its drug candidates in late-stage clinical trials. Such statements are based on management’s current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, potential difficulties or delays in the development, testing, regulatory approval and production of Cytokinetics’ drug candidates and potential drug candidates that could slow or prevent clinical development or product approval, including risks that current and past results of clinical trials or preclinical studies may not be indicative of future clinical trials results and that Cytokinetics’ drug candidates and potential drug candidates may have unexpected adverse side effects or inadequate therapeutic efficacy. For further information regarding these and other risks related to Cytokinetics’ business, investors should consult Cytokinetics’ filings with the Securities and Exchange Commission.
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Contact:
Cytokinetics
Diane Weiser
Vice President, Corporate Communications, Investor Relations
(650) 624-3060