CYTOKINETICS INC

Our Board of Directors believes it is in the best interest of the Company and its stockholders to increase the number of authorized shares of Common Stock to give the Company greater flexibility in considering and planning for future potential business needs. Having the additional authorized shares available is important to our continued efforts to pursue our strategic goals. Other than with respect to sales that may be made under the Sales Agreement with Jefferies LLC (“Jefferies”) (described below) and the proposed increase in the aggregate number of shares of Common Stock that may be issued under the 2004 EIP, as amended and restated assuming Proposal 2 is approved by our stockholders, we have no definitive plan, arrangement, or understanding to issue the additional shares of Common Stock. The additional shares of Common Stock will be available for issuance by our Board of Directors for various corporate purposes, including but not limited to, grants under employee stock plans, financings, potential strategic transactions, including mergers, acquisitions, strategic partnerships, joint ventures, divestitures, business combinations, stock splits, stock dividends, as well as other general corporate transactions. If the authorization of an increase in the available Common Stock is postponed until the foregoing specific needs arise, the delay and expense incident to obtaining approval of the stockholders at that time could impair our ability to achieve the corporate purposes set forth above.

In addition to the broader rationale noted above, in February 2025, we entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Jefferies, under which we may offer and sell, from time to time at our sole discretion, shares of the Common Stock having an aggregate offering price of up to $500.0 million through Jefferies, as sales agent. As of March 31, 2025, approximately $500 million of Common Stock remains available to be sold under the Sales Agreement.

In addition, as described in Proposal 2, our Board of Directors has approved, subject to stockholder approval at the Annual Meeting, an increase of 5,000,000 shares of Common Stock to be reserved for issuance under the 2004 EIP. A portion of the authorized share increase may be used for the reservation of such additional shares for issuance under the 2004 EIP.

PROPOSAL THREE

The Restated Certificate currently authorizes the issuance of up to 163,000,000 shares of our Common Stock. As of March 31, 2025, 119,220,302 shares of Common Stock were outstanding. In addition, as of March 31, 2025, the Company had 14,211,972 shares of Common Stock subject to outstanding equity awards and 12,575,000 shares of Common Stock reserved for issuance upon conversion of the Company’s outstanding convertible notes. Accordingly, the Company had only 16,992,726 shares of common stock available for issuance out of the 163,000,000 shares of Common Stock currently authorized.

Our Board of Directors believes that the proposed increase in our authorized Common Stock will make sufficient shares available to provide the additional flexibility necessary to pursue our strategic objectives. Over the past several years, flexibility has allowed us to pursue financing transactions that were important to pursue our strategic objectives while at the same time enabling us to continue to provide the employee equity incentives that we view as necessary to attract and retain key employees. For example, in addition to our offerings under the Sales Agreement and under a similar previous agreement with Cantor Fitzgerald & Co., in May 2024, we issued approximately 11.3 million shares of Common Stock in an underwritten public offering for net proceeds of approximately $563.2 million and issued approximately 1.0 million shares of Common Stock in a concurrent private placement for gross proceeds of $50 million, in each case to fund (a) commercial launch readiness activities for aficamten, (b) continuing and expanding the development program for aficamten, (c) advancing our pipeline, and (d) research and general corporate purposes, including working capital. Unless our stockholders approve this proposal, we may not have sufficient unissued and unreserved authorized shares of Common Stock to engage in similar transactions in the future and to respond to compensatory needs by implementing new or revised equity compensation plans or arrangements, all of which could severely harm our business and our prospects.

If this proposal is approved, the additional authorized shares may be issued at the discretion of our Board of Directors without further stockholder action, except as may be required by law or the rules of Nasdaq. The adoption of the amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders. However, the issuance of shares of Common Stock, other than on a pro-rata basis to all stockholders, would reduce each stockholder’s proportionate interest in the Company. The holders of any of the additional shares of Common Stock issued in the future would have the same rights and privileges as the holders of the shares of Common Stock currently authorized and outstanding. Those rights do not include preemptive rights with respect to the future issuance of any additional shares.

We have not proposed the increase in the number of authorized shares of Common Stock with the intention of using the additional authorized shares for anti-takeover purposes, but the Company would be able to use the additional shares to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without further stockholder approval, our Board of Directors could sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor our current Board of Directors. Although this proposal to increase the authorized number of shares of Common Stock has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, stockholders should be aware that approval of this proposal could facilitate future efforts by the Company to oppose changes in control of the Company and perpetuate the Company’s management, including transactions in which the stockholders might otherwise receive a premium for their shares over then-current market prices.

If the amendment to the Restated Certificate is approved, as soon as practicable after the Annual Meeting, the Company will file the amendment to the Restated Certificate with the office of the Secretary of State of Delaware to reflect the increase in the authorized number of shares of our Common Stock. Upon approval and following such filing with the Secretary of State of Delaware, the amendment to the Restated Certificate will become effective on the date it is filed. Our Board of Directors reserves the right to abandon or delay the filing of the amendment to the Restated Certificate even if it is approved by the stockholders. A copy of the proposed amendment to the Restated Certificate is set forth in Appendix B to this proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS PROPOSAL 3 TO APPROVE THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES FOR ISSUANCE BY THE COMPANY FROM 163,000,000 TO 326,000,000 SHARES OF COMMON STOCK.

PROPOSAL FOUR

Ratification of the Appointment of

Ernst & Young LLP as our Independent Registered Public Accounting

Firm for the Fiscal Year Ending

December 31, 2025

The Audit Committee of the Board of Directors (the “Audit Committee”) has appointed Ernst & Young LLP (“E&Y”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and recommends that the stockholders vote for ratification of such appointment. Although action by stockholders is not required by law, our Board of Directors has determined that it is desirable to request ratification of this appointment by the stockholders. Notwithstanding the selection or ratification, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year, if the Audit Committee determines that such a change would be in our best interest.

We expect a representative of E&Y will be present at the Annual Meeting, will be afforded the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. EY has served as our independent registered public accounting firm since March 21, 2018.