Cytokinetics Announces Registered Direct Common Stock Offering of $14.0 Million

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Tue May 19, 2009 9:18am EDT

  SOUTH SAN FRANCISCO, CA, May 19 (MARKET WIRE) -- 
Cytokinetics, Incorporated (NASDAQ: CYTK) announced today that it has
entered into definitive agreements with certain of its existing
institutional shareholders to sell an aggregate of 7,106,600 units, with
each unit consisting of (i) one share of its common stock, $0.001 par
value per share ("Common Stock") and (ii) one warrant to purchase 0.50
shares of its Common Stock, in a registered direct offering for gross
proceeds of approximately $14.0 million, before deducting placement
agents' fees and estimated offering expenses. The investors have agreed
to purchase the units for a negotiated price of $1.97 per unit.

    The initial per share exercise price of the warrants is $2.75. If by a
specified date, Amgen does not obtain an exclusive world-wide (excluding
Japan) license to develop and commercialize Cytokinetics' drug candidate,
CK-1827452, for the potential treatment for heart failure, pursuant to the
rights granted it under the Collaboration and Option Agreement between the
parties, then the exercise price of the warrant will be changed to equal
the five-day volume average weighted price (VWAP) of Cytokinetics' Common
Stock prior to the specified date; however, in such case, the exercise
price of the warrants may not exceed $2.75 or be less than $1.50 per
share. The warrants are exercisable at any time on or after the closing
of this offering and will expire on the date that is thirty months from
the date of closing.

    The securities described above are being offered directly by Cytokinetics,
Incorporated pursuant to an effective shelf registration statement
previously filed with the Securities and Exchange Commission. The company
anticipates that the net proceeds from the offering will be used for
research and development, including clinical trials for Cytokinetics' drug
candidates, working capital and other general corporate purposes. The
closing of this offering is expected to occur on or about May 21, 2009,
subject to satisfaction of customary closing conditions.

    Lazard Capital Markets LLC served as lead placement agent and JMP
Securities LLC served as co-placement agent for the offering. Copies of
the prospectus supplement and accompanying base prospectus relating to the
offering may be obtained from the Securities and Exchange Commission
website at http://www.sec.gov or from Lazard Capital Markets, LLC at 30
Rockefeller Plaza, 60th floor, New York, NY 10020.

    This press release does not and shall not constitute an offer to sell or
the solicitation of an offer to buy any of the securities, nor shall there
be any sale of the securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration of
qualification under the securities laws of any state or jurisdiction.

    About Cytokinetics

    Cytokinetics is a clinical-stage biopharmaceutical company focused on the
discovery and development of novel small molecule therapeutics that
modulate muscle function for the potential treatment of serious diseases
and medical conditions. Cytokinetics' cardiac muscle contractility program
is focused on cardiac muscle myosin, a motor protein essential to cardiac
muscle contraction. Cytokinetics' lead compound from this program,
CK-1827452, a novel small molecule cardiac muscle myosin activator, is in
Phase II clinical trials for the treatment of heart failure. Amgen Inc.
has obtained an option for an exclusive license to develop and
commercialize CK-1827452, subject to Cytokinetics' development and
commercialization participation rights. In mid-2009, Cytokinetics plans
to initiate a Phase I clinical trial of CK-2017357, a fast skeletal
muscle troponin activator, in healthy volunteers in the United States.
CK-2017357 is being developed as a potential treatment for diseases and
medical conditions associated with aging, muscle wasting, and
neuromuscular dysfunction. In January 2009, Cytokinetics announced the
selection of a potential drug candidate directed towards smooth muscle
contractility; Cytokinetics' smooth muscle myosin inhibitors have arisen
from research focused towards potential treatments for diseases and
conditions, such as systemic hypertension, pulmonary arterial
hypertension or bronchoconstriction.

    Cytokinetics' cancer development programs are focused on mitotic kinesins,
a family of motor proteins essential to cell division. Cytokinetics is
developing two drug candidates that have arisen from this program,
ispinesib and SB-743921, each an inhibitor of kinesin spindle protein. In
addition, Cytokinetics and GlaxoSmithKline are conducting research and
development activities focused on GSK-923295, an inhibitor of
centromere-associated protein E (CENP-E).

    All of these drug candidates and potential drug candidates have arisen
from Cytokinetics' research activities and are directed towards the
cytoskeleton. The cytoskeleton is a complex biological infrastructure that
plays a fundamental role within every human cell. Additional information
about Cytokinetics can be obtained at www.cytokinetics.com.

    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 completion of the offering;
Cytokinetics' and its partners' research and development programs,
including the initiation of clinical trials; and the properties and
potential benefits of Cytokinetics' drug candidates and potential drug
candidates. 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 the satisfaction
of the closing conditions for the offering; whether Amgen exercises its
option to obtain an exclusive license to CK-1827452 by June 30, 2009;
potential difficulties or delays in the development, testing, regulatory
approvals for trial commencement, progression or production of
Cytokinetics' compounds 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, patient enrollment for or conduct of clinical
trials may be difficult or delayed, Cytokinetics' compounds may have
adverse side effects or inadequate therapeutic efficacy, the U.S. Food
and Drug Administration or foreign regulatory agencies may delay or limit
Cytokinetics' or its partners' ability to conduct clinical trials, and
Cytokinetics may be unable to obtain or maintain patent or trade secret
protection for its intellectual property; Cytokinetics may incur
unanticipated research and development and other costs or be unable to
obtain the additional funding necessary to conduct development of some or
all of its compounds; standards of care may change rendering
Cytokinetics' compounds obsolete; others may introduce products or
alternative therapies for the treatment of indications Cytokinetics'
compounds may target; and risks and uncertainties relating to the timing
and receipt of payments from its partners, including milestones and
royalties on future potential product sales under Cytokinetics'
collaboration agreements with such partners. For further information
regarding these and other risks related to Cytokinetics' business,
investors should consult Cytokinetics' filings with the Securities and
Exchange Commission.

    

Cytokinetics, Incorporated
Christopher S. Keenan
(Investors and Media)
(650) 624-3000

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