CYTOKINETICS INC

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

In re Cytokinetics, Incorporated Securities Litigation

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

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

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

Pohlmann v. Blum, et al.

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

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

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

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

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

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

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