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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, 2025

☐ 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 3, 2025: 122,264,929

Table of Contents

CYTOKINETICS, INCORPORATED

TABLE OF CONTENTS FOR FORM 10-Q

FOR THE three and nine months ended September 30, 2025


	Page
Glossary of Terms	3

PART I. FINANCIAL INFORMATION	7
Item 1. Financial Statements (Unaudited)	7
Condensed Consolidated Balance Sheets	7
Condensed Consolidated Statements of Operations and Comprehensive Loss	8
Condensed Consolidated Statements of Stockholders’ Deficit	9
Condensed Consolidated Statements of Cash Flows	10
Notes to Condensed Consolidated Financial Statements	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	44
Item 4. Controls and Procedures	44

PART II. OTHER INFORMATION	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3. Defaults Upon Senior Securities	61
Item 4. Mine Safety Disclosures	61
Item 5. Other Information	61
Item 6. Exhibits	62

SIGNATURES	64

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
2020 RTW Transactions		The transactions contemplated by the RTW Royalty Purchase Agreement, Corxel Aficamten License Agreement and the Common Stock Purchase Agreements, dated July 14, 2020, by and between Cytokinetics and the RTW Investors
2021 RTW Transactions		The transactions contemplated by the Corxel OM License Agreement and the Common Stock Purchase Agreements, dated December 20, 2021 by and between Cytokinetics and the RTW Investors
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
ACA		Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act
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%
Amended ATM Facility		our amended and restated Controlled Equity Offering Sales Agreement
ARR		absolute risk reductions
Astellas Agreement		License and Collaboration Agreement, dated June 21, 2013, between Cytokinetics and Astellas
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.
Cantor		Cantor Fitzgerald & Co.
CEDAR-HCM		our clinical trial of aficamten in a pediatric population with oHCM
cGCP		current Good Clinical Practice
cGLP		current Good Laboratory Practice

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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 Agreements		Corxel Aficamten License Agreement and Corxel OM License Agreement
Corxel OM License Agreement		means that certain Collaboration and License Agreement, dated December 20, 2021, 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
CPET		cardiopulmonary exercise testing
CRO		Contract Research Organization
CV		cardiovascular
E.U. or EU		European Union
EEA		European Economic Area
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 Conditions 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
FSTA		fast skeletal muscle troponin activator
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
ICER		Institute for Clinical and Economic Review
IND		Investigational New Drug
IRA		Inflation Reduction Act of 2022

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IRB		Institutional Review Board
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
Mavacamten Royalty		certain payments on the net sales of products containing the compound mavacamten pursuant to the Research Collaboration Agreement, dated August 24, 2012, between Cytokinetics and MyoKardia, Inc.
NDA		New Drug Application
nHCM		non-obstructive HCM
NOLs		net operating loss carryforward
NYHA		New York Heart Association
oHCM		obstructive HCM
Ownership Change		As defined in Part II, Item 1A (Risk Factors) of this Quarterly Report on Form 10-Q, General Risks
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
Radnor Lease		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 9 (Commitments and Contingencies) – Operating Leases
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

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RPFT		RPI Finance Trust
RPI ICAV		Royalty Pharma Investments 2019 ICAV
RSU		Restricted Stock Unit
RTW ICAV		RTW Investments ICAV for RTW Fund 1
RTW Investors		RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited
RTW Royalty Holdings		RTW Royalty Holdings Designated Activity Company
RTW Royalty Purchase Agreement		Royalty Purchase Agreement, dated July 14, 2020, between Cytokinetics and RTW Royalty Holdings
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
Tax Act		Tax Cuts and Jobs Act
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 Twitter accounts, or any third-party website, is not incorporated by reference into this Form 10-Q.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CYTOKINETICS, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) (Unaudited)


	September 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	225,467		$	94,857
Short-term investments		737,068			981,157
Accounts receivable		1,808			16,650
Prepaid expenses and other current assets		13,006			15,276
Total current assets		977,349			1,107,940
Long-term investments		288,817			145,055
Property and equipment, net		76,001			65,815
Operating lease right-of-use assets		77,580			75,158
Other assets		16,810			7,705
Total assets	$	1,436,557		$	1,401,673
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	22,084		$	20,369
Accrued liabilities		61,633			55,323
Short-term operating lease liabilities		20,647			18,978
Current portion of long-term debt		17,280			11,520
Derivative liabilities measured at fair value		16,900			11,300
Deferred revenue		1,612			52,370
Other current liabilities		1,988			9,814
Total current liabilities		142,144			179,674
Term loans, net		158,747			93,227
Convertible notes, net		889,524			552,370
Liabilities related to revenue participation right purchase agreements, net		504,498			462,192
Long-term operating lease liabilities		110,655			112,582
Liabilities related to RPI Transactions measured at fair value		150,500			137,000
Other non-current liabilities		1,612			—
Total liabilities		1,957,680			1,537,045
Commitments and contingencies
Stockholders' deficit
Preferred stock		—			—
Common stock		122			118
Additional paid-in capital		2,782,409			2,563,876
Accumulated other comprehensive income		34			2,398
Accumulated deficit		(3,303,688	)		(2,701,764	)
Total stockholders' deficit		(521,123	)		(135,372	)
Total liabilities and stockholders' deficit	$	1,436,557		$	1,401,673

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

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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, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenues:
Collaboration revenues	$	1,936		$	463		$	5,931		$	1,547
License and milestone revenues		—			—			64,353			—
Total revenues		1,936			463			70,284			1,547
Operating expenses:
Research and development		99,233			84,612			311,628			245,779
General and administrative		69,458			56,652			192,548			152,976
Total operating expenses		168,691			141,264			504,176			398,755
Operating loss		(166,755	)		(140,801	)		(433,892	)		(397,208	)
Interest expense		(11,353	)		(8,928	)		(31,305	)		(28,763	)
Non-cash interest expense on liabilities related to revenue participation right purchase agreements		(14,969	)		(13,370	)		(42,228	)		(35,155	)
Interest and other income, net		10,248			17,054			36,950			36,520
Change in fair value of derivative liabilities		700			700			3,300			100
Change in fair value of liabilities related to RPI Transactions		(2,800	)		(15,200	)		(13,500	)		(15,000	)
Debt conversion expense		(121,249	)		—			(121,249	)		—
Net loss	$	(306,178	)	$	(160,545	)	$	(601,924	)	$	(439,506	)
Net loss per share — basic and diluted	$	(2.55	)	$	(1.36	)	$	(5.04	)	$	(4.00	)
Weighted-average number of shares used in computing net loss per share — basic and diluted		119,982			117,685			119,317			109,932
Other comprehensive (loss) gain:
Unrealized gain (loss) on available-for-sale securities, net		167			6,535			(1,225	)		5,480
Foreign currency translation adjustments		25			(126	)		(1,139	)		(83	)
Comprehensive loss	$	(305,986	)	$	(154,136	)	$	(604,288	)	$	(434,109	)

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

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CYTOKINETICS, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (Deficit) equity

(In thousands, except share data) (Unaudited)


	Common Stock					Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Income (Loss)			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		70,686			—		—			—			—			—
Shares withheld related to net share settlement of equity awards		(15,630	)		—		(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, net of taxes withheld		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	)


	Common Stock					Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Income (Loss)			Deficit			Equity (Deficit)
Balance, December 31, 2023		101,637,922		$	102	$	1,725,823		$	(10	)	$	(2,112,238	)	$	(386,323	)
Exercise of stock options		1,466,359			2		29,530			—			—			29,532
Vesting of restricted stock units		695,140			—		—			—			—			—
Shares withheld related to net share settlement of equity awards		(274,256	)		—		(18,449	)		—			—			(18,449	)
Issuance of common stock under at-the-market offering, net of issuance costs		1,237,460			1		93,639			—			—			93,640
Exercise of warrants, net		11,335			—		—			—			—			—
Stock-based compensation		—			—		21,612			—			—			21,612
Unrealized loss on available-for-sale securities, net		—			—		—			(556	)		—			(556	)
Foreign currency translation adjustments		—			—		—			27			—			27
Net loss		—			—		—			—			(135,643	)		(135,643	)
Balance, March 31, 2024		104,773,960			105		1,852,155			(539	)		(2,247,881	)		(396,160	)
Exercise of stock options		356,281			—		8,007			—			—			8,007
Vesting of restricted stock units		46,034			—		—			—			—			—
Issuance of common stock under Employee Stock Purchase Plan		93,857			—		2,678			—			—			2,678
Issuance of common stock in public offering, net of issuance costs		11,274,510			11		563,193			—			—			563,204
Issuance of common stock in private placement, net of issuance costs		980,392			1		49,999			—			—			50,000
Stock-based compensation		—			—		24,622			—			—			24,622
Unrealized loss on available-for-sale securities, net		—			—		—			(499	)		—			(499	)
Foreign currency translation adjustments		—			—		—			16			—			16
Net loss		—			—		—			—			(143,318	)		(143,318	)
Balance, June 30, 2024		117,525,034			117		2,500,654			(1,022	)		(2,391,199	)		108,550
Exercise of stock options		362,431			1		6,318			—			—			6,319
Vesting of restricted stock units		1,154			—		—			—			—			—
Stock-based compensation		—			—		25,356			—			—			25,356
Unrealized gain on available-for-sale securities, net		—			—		—			6,535			—			6,535
Foreign currency translation adjustments		—			—		—			(126	)		—			(126	)
Net loss		—			—		—			—			(160,545	)		(160,545	)
Balance, September 30, 2024		117,888,619		$	118	$	2,532,328		$	5,387		$	(2,551,744	)	$	(13,911	)

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

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CYTOKINETICS, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)


	Nine Months Ended
	September 30, 2025			September 30, 2024
Cash flows from operating activities:
Net loss	$	(601,924	)	$	(439,506	)
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		42,306			35,233
Stock-based compensation expense		81,780			71,590
Non-cash lease expense		4,038			3,152
Depreciation of property and equipment		7,264			7,148
Change in fair value of derivative liabilities		(3,300	)		(100	)
Change in fair value of liabilities related to RPI Transactions		13,500			15,000
Realized gain on investment, net		(17	)		—
Interest receivable and amortization on investments		(12,902	)		(24,814	)
Non-cash interest expense related to debt		14,431			8,027
Debt conversion expense		121,249			—
Changes in operating assets and liabilities:
Accounts receivable		14,842			1,039
Prepaid and other assets		1,264			6,006
Accounts payable		2,972			(10,388	)
Deferred revenue		(50,758	)		—
Accrued and other liabilities		7,235			4,105
Operating lease liabilities		(6,616	)		(5,219	)
Other non-current liabilities		(2,722	)		(1,593	)
Net cash used in operating activities		(367,358	)		(330,320	)
Cash flows from investing activities:
Purchases of investments		(717,523	)		(1,172,291	)
Investment in non-marketable equity security		(5,000	)		—
Maturities of investments		823,551			510,947
Sales of investments		5,993			—
Purchases of property and equipment		(19,163	)		(2,616	)
Net cash provided by (used in) investing activities		87,858			(663,960	)
Cash flows from financing activities:
Repayment of finance lease liabilities		(204	)		(696	)
Repayment of term loans		(8,087	)		(6,008	)
Repayment of convertible debt		(402,500	)		—
Proceeds from issuance of convertible debt, net		729,460			—
Proceeds from RPI Transactions		75,000			200,000
Proceeds from issuance of common stock related to at-the-market offering, net of issuance costs		—			93,640
Proceeds from issuance of common stock related to public offering, net of issuance costs		—			563,204
Proceeds from issuance of common stock related to private placement, net of issuance costs		—			50,000
Proceeds from issuance of common stock under equity incentive and stock purchase plans		21,331			46,536
Taxes paid related to net share settlement of equity awards		(1,247	)		(18,449	)
Net cash provided by financing activities		413,753			928,227
Effect of exchange rate changes on cash		(906	)		(83	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		133,347			(66,136	)
Cash, cash equivalents, and restricted cash, beginning of period		95,232			113,399
Cash, cash equivalents, and restricted cash, end of period	$	228,579		$	47,263
Supplemental cash flow disclosures:
Cash paid for interest	$	19,874		$	25,334
Non-cash investing and financing activities:
Right-of-use assets recognized in exchange for operating lease obligations	$	6,427		$	509
Amounts unpaid for purchases of property and equipment	$	2,088		$	462
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 late-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.

Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of approximately $3.3 billion since inception and there can be no assurance that we will attain profitability. We had a net loss of $601.9 million and net cash used in operations of $367.4 million for the nine months ended September 30, 2025. Cash, cash equivalents, and investments was $1.3 billion as of September 30, 2025. We anticipate that we will have operating losses and net cash outflows in future periods.

We are subject to risks common to late-stage biopharmaceutical 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. 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. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. We have never generated revenues from commercial sales of our drugs. The earliest we might reasonably expect to commence commercial sales and record revenues is following the PDUFA target action date of December 26, 2025 for the NDA for aficamten in oHCM.

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 one or more of our 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 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 pre-launch 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.

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, 2024 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, 2024, as filed with the Securities and Exchange Commission.

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 also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates.

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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, 2025, the investment has a carrying value of $5.0 million and is classified as “Other assets” on the condensed consolidated balance sheet.

Segment Information

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

Our chief operating decision maker (“CODM”) is our Chief Executive Officer ("CEO") who evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. The measures of profitability and the significant segment expenses reviewed by the CODM are consistent with these financial statements and footnotes.

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, 2025		September 30, 2024
Options to purchase common stock		11,442		10,566
Restricted stock and performance units		2,544		1,998
Shares issuable related to the ESPP		87		45
Shares issuable upon conversion of 2026 Notes		2,003		2,003
Shares issuable upon conversion of 2027 Notes		2,751		10,572
Shares issuable upon conversion of 2031 Notes		10,962		—
Total shares		29,789		25,184

Note 3 — Agreements with Royalty Pharma

On January 7, 2022, we announced that we had 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 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 announced that we had 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.

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The 2024 RPI Transactions consideration of $200.0 million received was allocated as follows (in thousands):


	Allocation
Units of Accounting:
RP Aficamten RPA	$	33,300
Tranche 6 of RP Multi Tranche Loan Agreement		41,200
Tranche 6 of RP Multi Tranche Loan Agreement - Embedded Derivatives		4,400
Tranche 4 of RP Multi Tranche Loan Agreement - Embedded Derivatives		3,700
Ulacamten RPA		12,700
RP OM Loan Agreement		104,700
Total consideration	$	200,000

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.

RP OM Loan

The RP OM Loan Agreement provides for a loan in a principal amount of $100.0 million that was drawn at the closing.

The loan under the RP OM Loan Agreement matures on the 10 year anniversary of the funding date and is repayable in quarterly installments 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 implementation/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 aggregate amount to be paid by us with respect to each scenario is referred to as the “Scheduled Payment Amount”).

The interest of the loan is included in the Scheduled Payment Amount for each scenario. In each scenario, we may prepay the loan in full (but not in part) at any time at its option by paying an amount equal to the unpaid portion of Scheduled Payment Amount for the outstanding loan; provided that, in scenario 1, we would be required to continue to pay the Royalty Payment after such prepayment.

In addition, upon the occurrence of a change of control of the Company, the loan is repayable in full at the option of either the Company or the lender in an amount equal to (x) depending on when such change of control occurs, 150.0% to 237.5% of the principal amount of the loan minus (y) the then paid Scheduled Payment Amount. The RP OM Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on dispositions, mergers, indebtedness, encumbrances, distributions, stock repurchases, investments and transactions with affiliates.

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The RP OM Loan Agreement also includes customary events of default, including but not limited to the nonpayment of principal or interest, violations of covenants, material adverse changes, attachment, levy, restraint on business, cross-defaults on material indebtedness, bankruptcy, delisting, material judgments, misrepresentations, governmental approvals, payment defaults under other royalty purchase agreements and development funding agreements with RPDF or RPI ICAV. Upon an event of default or simultaneously with payment in full of the term loans in the RP OM Loan Agreement, the lenders may, among other things, accelerate the loan (with the amount payable between 227.5% and 237.5% of the principal amount (less amounts previously paid) in the case of other events of default).

Upon execution of the RP OM Loan Agreement in the second quarter of 2024, we recorded liabilities of $104.7 million using the probability-weighted expected return method and the fair value inputs are classified as Level 3 in the fair value hierarchy.

The following table demonstrates the future minimum payments for our RP OM Loan under Scenario 3, based on 227.5% of the principal amount with repayment expected to start in 2028 as defined above, as of September 30, 2025 (in thousands):


Years ending December 31:
2025 remainder	$	—
2026		—
2027		—
2028		20,682
2029		41,363
Thereafter		165,455
Future minimum payments	$	227,500

The minimum repayment schedule under Scenario 2 would be 237.5% of the principal amount with quarterly payments starting in 2030. The minimum repayment schedule under Scenario 1 would be a total of 124.0% of the principal amount and the royalty payment with quarterly payments starting in 2028. In addition, under Scenario 1 we would be obligated to make the royalty payment each quarter, and such amounts are not determinable at this time.

Ulacamten RPA

Pursuant to the RP Ulacamten RPA, RPI ICAV purchased the right to receive 1% of annual net sales of ulacamten by us, our affiliates or licensees, in exchange for $50 million which was paid up-front.

Following the initiation of the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in heart failure with preserved ejection fraction in humans for ulacamten, at RPI ICAV’s sole option and discretion, it may invest up to in aggregate $150 million in quarterly payments to fund 50.0% of the research and development cost for a potential Phase 3 clinical trial of ulacamten in exchange for an incremental 3.5% for annual net sales of ulacamten (depending on the aggregate amounts funded by RPI ICAV), subject to reduction in certain circumstances. RPI ICAV will also be entitled to a milestone payment equal to 75% of its aggregate investment in ulacamten upon market approval by the FDA, or if market approval of ulacamten by the European Medicines Agency is obtained prior to market approval by the FDA, a 37.5% milestone payment of its aggregate investment in ulacamten for such obtained approval and an additional 37.5% milestone payment for its aggregate investment in ulacamten upon subsequent market approval by the FDA.

Upon execution of the RP Ulacamten RPA in the second quarter of 2024, we recorded a liability of $12.7 million using a combination of the discounted cash flow method and the probability-weighted expected return method. The fair value inputs are classified as Level 3 in the fair value hierarchy. We account for the RP Ulacamten RPA as a liability because, among other reasons, we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid.

Accounting for RPI Transactions Measured at Fair Value

The fair values of the liabilities for the RP OM Loan Agreement and 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 range from 11% to 17% as of September 30, 2025 and 2024), 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 loss of $2.8 million and $13.5 million for the three and nine months ended September 30, 2025, respectively, and a loss of $15.2 million and $15.0 million for the three and nine months ended September 30, 2024, respectively, associated with the change in fair value of the liabilities related to 2024 RP OM Loan Agreement and the 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 of the fair value of the Ulacamten RPA and RP OM Loan (in thousands):


	2025						2024
	Ulacamten RPA			RP OM Loan			Ulacamten RPA		RP OM Loan
Beginning balance, January 1	$	14,000		$	123,000		$	—	$	—
Change in fair value		(300	)		(3,600	)		—		—
Ending balance, March 31		13,700			119,400			—		—
Initial measurement		—			—			12,700		104,700
Change in fair value		300			14,300			—		(200	)
Ending balance, June 30		14,000			133,700			12,700		104,500
Change in fair value		—			2,800			1,100		14,100
Ending balance, September 30	$	14,000		$	136,500		$	13,800	$	118,600

Liabilities Related to Revenue Participation Right Purchase Agreements

RP Aficamten Royalty Purchase Agreement

On January 7, 2022, we entered into the RP Aficamten RPA with RPI ICAV, pursuant to which 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. The RP Aficamten RPA also provides that the parties will negotiate terms for additional funding if we achieve proof of concept results in certain other indications for aficamten, with a reduction in the applicable royalty if we and RPI ICAV fail to agree on such terms in certain circumstances.

Pursuant to the RP Aficamten RPA, RPI ICAV 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. On May 22, 2024, we entered into the RP Aficamten RPA Amendment to restructure the royalty so that RPI will now be entitled to receive 4.5% of the first $5.0 billion of worldwide annual net sales of aficamten and 1% of any incremental annual worldwide net sales of aficamten by us and our licensees. 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. If and 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. 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 22.1% as of September 30, 2025 and 24.4% as of September 30, 2024.

During the third quarter of 2025, we updated our analyses of the RP Aficamten RPA to reflect our revised assumptions resulting from ongoing global market research and to reflect other adjustments in connection with our anticipated commercialization. Our estimates regarding the amount of future royalty payments under the RP Aficamten RPA changed from the fourth quarter of 2024 due to changes in management’s estimates of unobservable inputs related to market and patient dynamics and timing to include projections of future royalty payments. The adjustment is accounted for on a prospective basis in our liability calculation and resulted in changes in our imputed interest rate. For the three months ended September 30, 2025, the change in estimate increased our non-cash interest expense by $1.0 million and net loss per share by $0.01. For the nine months ended September 30, 2025, the change in estimate increased our non-cash interest expense by $1.0 million and had no material impact on net loss per share.

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2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement

In February 2017, we entered into the RP OM RPA pursuant to which we sold a portion of our right to receive royalties from Amgen on future net sales of omecamtiv mecarbil to RPFT for a one-time payment of $90 million, which is non-refundable even if omecamtiv mecarbil is never commercialized. Concurrently, we entered into a common stock purchase agreement with RPFT through which RPFT purchased 875,656 shares of the Company’s common stock for $10.0 million. We allocated the consideration and issuance costs on a relative fair value basis to our liability to RPFT related to sale of future royalties under the RP OM RPA (the “RP OM Liability”) and the common stock sold to RPFT, which resulted in the RP OM Liability being initially recognized at $92.3 million. The RP OM RPA, as amended, provides for the sale of a royalty to RPFT of 5.5% on worldwide net sales of omecamtiv mecarbil.

We account for the RP OM Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid. If and when omecamtiv mecarbil is commercialized and royalties become due, we will recognize the portion of royalties paid to RPFT as a decrease to the RP OM Liability and a corresponding reduction in cash.

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 carrying value of the RP OM Liability was approximately 0.1% as of September 30, 2025 and September 30, 2024.

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. 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.

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 recorded $50.0 million of additional carrying value associated with the 2022 RP Aficamten Royalty Purchase Agreement upon receipt of the cash in the third quarter of 2023. In the second quarter of 2024, we recorded an additional $33.3 million to the carrying value related to the 2024 RPI Transactions entered on May 22, 2024.

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):


	RP Aficamten Liability				RP OM Liability
	2025		2024		2025		2024
Beginning balance, January 1	$	262,599	$	180,591	$	199,593	$	199,384
Interest accretion		14,037		10,239		41		(21	)
Amortization of issuance costs		—		—		26		26
Ending balance, March 31		276,636		190,830		199,660		199,389
Modification in the 2024 RPI Transactions		—		33,300		—		—
Interest accretion		13,140		11,525		41		42
Amortization of issuance costs		—		—		26		26
Ending balance, June 30		289,776		235,655		199,727		199,457
Interest accretion		14,927		13,328		42		42
Amortization of issuance costs		—		—		26		27
Ending balance, September 30	$	304,703	$	248,983	$	199,795	$	199,526

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RP Multi Tranche Term Loan

On May 22, 2024, we entered into the RP Multi Tranche Loan Agreement Amendment which provides for two additional tranches (6 & 7) as follows:

•

$50.0 million tranche 6 term loan, which was drawn on May 22, 2024; and

•

$175.0 million tranche 7 term loan drawable at Cytokinetics’ discretion within one year of a future FDA approval of aficamten in obstructive hypertrophic cardiomyopathy if such approval is obtained on or prior to December 31, 2025.

In December 2023, we announced positive topline results from SEQUOIA-HCM, the Phase 3 trial for aficamten. This entitled us to draw $75.0 million under tranche 4 at any time prior to April 3, 2025. In April 2025, $75.0 million was disbursed to us under tranche 4 of the RP Multi Tranche Loan Agreement.

In November 2024, we announced that FDA has accepted our NDA for aficamten. This entitled us to draw $100.0 million under tranche 5 at any time prior to November 25, 2025. As a subsequent event, in October 2025, $100.0 million was disbursed to us under tranche 5 of the RP Multi Tranche Loan agreement.

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 term loan for 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 account for amounts drawn under the RP Multi Tranche Loan Agreement using the effective interest method.

The RP Multi Tranche Loan Agreement and amendment contains embedded derivative features. The fair values of the embedded derivatives are based on significant unobservable inputs, including the probability of change of control, the probability of default, discount rates and other factors. We have bifurcated and recognized the embedded derivatives as Derivative Liabilities Measured at Fair Value as discussed below.

We may prepay the term loans in full (but not in part) at any time at our option by paying an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans under the RP Multi Tranche Loan Agreement. In addition, the term loans under the RP Multi Tranche Loan Agreement are repayable in full at the option of either us or the lender in an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans upon a change of control of Cytokinetics.

Future minimum payments under the existing borrowing under Tranche 1, Tranche 4, and Tranche 6 of the RP Multi Tranche Loan are (in thousands):


Years ending December 31:
2025 remainder	$	2,880
2026		20,160
2027		36,000
2028		40,320
2029		40,320
Thereafter		172,760
Future minimum payments		312,440
Less: Unamortized interest and loan costs		(136,413	)
Term Loan, net	$	176,027

The weighted-average effective rate of interest on the RP Multi Tranche Loan was approximately 12.5% as of September 30, 2025 and 11.7% as of September 30, 2024.

As of September 30, 2025, the estimated fair value of the Tranche 1, Tranche 4, and Tranche 6 term loans was $183.5 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.

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We recognize the derivative liabilities at fair value in the condensed consolidated balance sheets. Each period, the fair value of the derivative liabilities will be recalculated and resulting gains and losses from the changes in fair value of the derivatives with non-credit components are recognized in income, while the change in fair value associated with credit components is recognized in accumulated other comprehensive loss. Estimating fair values of derivative instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

In April 2025, a previously bifurcated embedded derivative related to the mandatory draw was settled in connection with the drawing on Tranche 4 and was reclassified into the carrying value of the associated term loan.

The fair values of the derivative liabilities is 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 11% to 12% for the three months ended September 30, 2025 and 11% to 13% for the three months ended September 30, 2024) and other factors.

The Company recorded a gain of $0.7 million and $3.3 million for the three and nine months ended September 30, 2025, respectively, and a gain of $0.7 million and $0.1 million for the three and nine months ended September 30, 2024, respectively, associated with the change in fair value of the derivative liabilities. The amounts have been recorded in the condensed consolidated statement of operations and comprehensive loss.

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


	RP Multi Tranche Loan Agreement Derivatives
	2025			2024
Beginning balance, January 1	$	11,300		$	—
Change in fair value		400			—
Ending balance, March 31		11,700			—
Settlement		(3,900	)		—
Initial measurement		12,800			12,600
Change in fair value		(3,000	)		600
Ending balance, June 30		17,600			13,200
Change in fair value		(700	)		(700	)
Ending balance, September 30	$	16,900			12,500

RP Stock Purchase Agreement

Concurrently with the closing of our underwritten public offering on May 28, 2024, RPI ICAV purchased 980,392 shares of Common Stock in a private placement transaction at a price of $51.00 per share. The proceeds from this private placement were $50 million.

Note 4 — Research and Development Arrangements

Collaboration for Commercialization of Omecamtiv Mecarbil in Greater China

On December 20, 2021, we entered into a license and collaboration agreement with Corxel, or the Corxel OM License Agreement, pursuant to which we granted to Corxel an exclusive license to develop and commercialize omecamtiv mecarbil in China and Taiwan. Under the terms of the Corxel OM License Agreement, we received a $50.0 million nonrefundable payment from Corxel comprised of a $40.0 million payment as consideration for the rights granted by us to Corxel and $10.0 million attributable to our having submitted to FDA an NDA for omecamtiv mecarbil. In December 2024, we entered into a mutual termination agreement with Corxel to terminate the Corxel OM License Agreement. Accordingly, all rights to develop and commercialize omecamtiv mecarbil have reverted to us.

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Collaboration for Commercialization of Aficamten in Greater China

On July 14, 2020, we entered into the Corxel Aficamten License Agreement, pursuant to which we granted to Corxel an exclusive license to develop and commercialize aficamten in China and Taiwan. On December 17, 2024, Corxel assigned all of its rights under our license and collaboration agreement to Sanofi. As a result of the Corxel assignment transaction with Sanofi, we received a $15.0 million non-refundable payment 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 in China to Sanofi. We are also eligible to receive an additional $10.0 million payment from Corxel contingent on aficamten being approved in China and included on China's National Reimbursement Drug List.

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 and received $10.0 million. 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.

Accounting for the License and Collaboration Agreements in Greater China

We assessed the original arrangements of the Corxel License Agreements in accordance with ASC 606 and concluded that there was one performance obligation, for which the counterparty is a customer for the unit of account, relating to the license of functional intellectual property for each agreement. The performance obligation was satisfied, and we recognized the residual allocation of arrangement consideration as revenue of $54.9 million in 2021 for the Corxel OM License Agreement and $36.5 million in 2020 for the Corxel Aficamten License Agreement. Due to the nature of development, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and exclude the milestone payments from the transaction price. For the other transactions in collaborative arrangements, consisting of research and development cost reimbursements, we recognize the research and development cost reimbursements as collaboration revenues in our condensed consolidated statement of operations.

In the fourth quarter of 2024, we entered into an agreement to modify the Corxel Aficamten License Agreement. The $15.0 million up-front payment was recognized upon execution of the modification as all performance obligations were satisfied. The $10.0 million contingent payment to be earned upon aficamten being approved in China and included on China's National Reimbursement Drug List is constrained due to the significant uncertainty as of September 30, 2025.

Collaboration revenues for China were $0.4 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively, and $0.5 million and $1.5 million for the nine months ended September 30, 2025 and 2024, respectively, related to certain development cost reimbursements. Accounts receivable was $0.4 million at September 30, 2025 for Sanofi and was $16.5 million from Corxel as of December 31, 2024, respectively.

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").

The Company received an upfront payment of €50.0 million (equivalent to $52.4 million) and was, at the time, eligible to receive up to an additional €90.0 million upon the achievement of development and commercial milestones (we have since earned €10.0 million and remain eligible to receipt up to an additional €80.0 million). 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.

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Accounting for the License and Collaboration Agreement in Japan

In the fourth quarter of 2024, we assessed the Bayer License Agreement under ASC 606 and concluded that there was one performance obligation, for which the counterparty is a customer for the unit of account, relating to the license of functional intellectual property. The €50.0 million (equivalent to $52.4 million) up-front payment received under this agreement was recorded as deferred revenue in the fourth quarter of 2024, as the technology transfer related to the license of functional intellectual property had not yet been satisfied. The agreement also includes additional milestone payments, including future milestone payments totaling up to an additional €90.0 million (€10.0 million of which has been earned) upon achievement of development and commercial milestones. These payments are constrained due to uncertainties related to regulatory and development progress and will be recognized as revenue only when it becomes probable that a significant revenue reversal will not occur. In addition, we are eligible to receive up to €490.0 million in commercial milestone payments based on the achievement of specific sales thresholds in addition to tiered royalties on net sales of aficamten in Japan. The sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales and usage-based royalty exception of ASC 606 as these amounts have been determined to relate predominantly to the license.

License and milestone revenues from Bayer was not material for the three months ended September 30, 2025. License and milestone revenues from Bayer was $64.3 million for the nine months ended September 30, 2025, respectively, including $52.4 million related to the successful completion of the technology transfer that was recorded as deferred revenue as of December 31, 2024, and certain clinical milestone achievements. The license and milestone revenues included two

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