Catabasis Pharmaceuticals,Inc. (NASDAQ:CATB) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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Catabasis Pharmaceuticals,Inc. (NASDAQ:CATB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Public Offering

On June19, 2018, Catabasis Pharmaceuticals,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer& Co. Inc. (the “Underwriter”), relating to the public offering (the “Offering”) of 42,000,000 common units (“Common Units”), with each Common Unit being comprised of one share of the Company’s common stock, par value $0.001 per share, and one warrant to purchase one share of common stock (the “Common Warrants”).

The Common Warrants included in the Common Units will be immediately exercisable at a price of $1.20 per share of common stock, subject to adjustment in certain circumstances, and will expire five years from the date of issuance. The shares of common stock were offered together with the Common Warrants, but the securities contained in the Common Units will be issued separately.

The offering price to the public is $1.00 per Common Unit.

The Common Units will be issued to a registration statement on FormS-1 that was filed with the Securities and Exchange Commission (“SEC”) on June4, 2018 and declared effective by the SEC on June19, 2018 (File No.333-225410) and an additional registration statement filed to Rule 462(b) (File No. 333-225734), which became effective when filed.

The closing of the Offering is subject to the satisfaction of customary closing conditions set forth in the Underwriting Agreement and is expected to occur on or about June22, 2018. The Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. to the Underwriting Agreement, the Company and its directors and officers agreed, subject to certain exceptions, not to offer, issue or sell any shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for a period of ninety (90)days following June19, 2018 without the prior written consent of the Underwriter.

The net proceeds to the Company from the Offering are expected to be approximately $39.1 million, after deducting the underwriting discount and commissions and estimated offering expenses payable by the Company, and excluding any proceeds that may be received from exercise of the Common Warrants. The Company intends to use the net proceeds from the Offering to fund the Company’s planned Phase 3 clinical trial of edasalonexent for the treatment of Duchenne muscular dystrophy, as well as for working capital and general corporate purposes.

The foregoing descriptions of the Underwriting Agreement and the Common Warrants are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and the Common Warrant, copies of which are filed as Exhibit1.1, and Exhibit4.1 respectively, and incorporated by reference herein.

Registration Rights Waivers

On June3, 2018, prior to the execution of the Underwriting Agreement, the Company entered into waiver letters (collectively, the “Registration Rights Waivers”) with (i)SV Life Sciences Fund V, L.P., (ii)SV Life Sciences Fund V Strategic Partners, L.P., (iii)Advanced Technology Ventures VIII, L.P., (iv)Lightstone Ventures, L.P. and (v)Lightstone Ventures (A), L.P., to which each of SV Life Sciences Fund V, L.P., SV Life Sciences Fund V Strategic Partners, L.P., Advanced Technology Ventures VIII, L.P., Lightstone Ventures, L.P. and Lightstone Ventures (A), L.P. agreed to waive its registration rights under that certain Second Amended and Restated Investor Rights Agreement, dated as of March17, 2015, by and among the Company and each of the investors named therein, with respect to the Offering.

Item 1.01. Other Information.

On June20, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit99.1 to this Current Report on Form8-K and is incorporated by reference herein.

Item 1.01 Financial Statements and Exhibits.

(d)Exhibits


CATABASIS PHARMACEUTICALS INC Exhibit
EX-1.1 2 a18-14696_6ex1d1.htm EX-1.1 Exhibit 1.1   42,…
To view the full exhibit click here

About Catabasis Pharmaceuticals,Inc. (NASDAQ:CATB)

Catabasis Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on the discovery, development and commercialization of therapeutics based on its Safely Metabolized And Rationally Targeted (SMART), a linker drug discovery platform. The SMART linker drug discovery platform enables to engineer product candidates that can modulate multiple targets in a disease. The Company’s primary focus is on treatments for rare diseases. The Company is also developing other product candidates for the treatment of lipid disorders. The Company’s CAT-1004 is a SMART linker conjugate of salicylate, a non-steroidal anti-inflammatory drug, and the omega-3 fatty acid docosahexaenoic acid (DHA), a naturally occurring unsaturated fatty acid with anti-inflammatory properties. Its CAT-2000 series product candidates inhibit the Sterol Regulatory Element Binding Protein (SREBP) pathway. The Company’s CAT-4001 is a SMART linker conjugate of monomethyl fumarate and DHA.