CATALYST BIOSCIENCES, INC. (NASDAQ:CBIO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously announced, on February2, 2017, the stockholders of
Catalyst Biosciences, Inc. (the Company) voted to authorize the
Board of Directors of the Company (the Board), in its discretion
at any time prior to June30, 2017, to file an amendment to the
Companys Fourth Amended and Restated Certificate of
Incorporation, as amended (the Certificate of Amendment), to
effect a reverse stock split of the Companys outstanding common
stock, par value $0.001 (the common stock), at a ratio of at
least one-for-five (1:5) and up to one-for-fifteen (1:15), with
such ratio to be determined by the Board. On February8, 2017, the
Board determined to file the Certificate of Amendment with the
reverse stock split ratio set at one-for-fifteen (1:15) (the
Reverse Stock Split). The Certificate of Amendment was filed with
the Secretary of State of the State of Delaware on February10,
2017, and the Reverse Stock Split will become effective in
accordance with the terms of the Certificate of Amendment at 5:00
p.m. Eastern Time on February10, 2017 (the Effective Time).
At the Effective Time, every fifteen (15)shares of common stock
issued and outstanding shall automatically be changed and
reclassified as one (1)share of issued and outstanding common
stock, without any change in the par value per share.
Fractional shares will not be issued as a result of the Reverse
Stock Split; instead, holders of pre-Reverse Stock Split shares
of the Companys common stock, who otherwise would have been
entitled to receive a fractional share as a result of the Reverse
Stock Split, will receive a cash payment in lieu of fractional
shares to which they would otherwise be entitled on a
post-Reverse Stock Split share basis for such fractional
interests upon the surrender to American Stock Transfer Trust
Company, LLC, the exchange agent, of certificates representing
such shares.
American Stock Transfer Trust Company, LLC is acting as exchange
agent for the Reverse Stock Split and will send instructions to
stockholders of record who hold stock certificates regarding the
exchange of certificates for common stock. Stockholders who hold
their shares in brokerage accounts or street name are not
required to take any action to effect the exchange of their
shares following the Reverse Stock Split.
The common stock is expected to begin trading on The Nasdaq
Capital Market on a Reverse Stock Split-adjusted basis on
February13, 2017. There will be no change in the Companys Nasdaqs
ticker symbol, CBIO, as a result of the Reverse Stock Split. In
connection with the Reverse Stock Split, the CUSIP number for the
Common Stock has been changed to 14888D 208.
The Reverse Stock Split will result in a proportionate adjustment
to the per share exercise price and the number of shares of
common stock issuable upon the exercise of outstanding
convertible notes, stock options and warrants, as well as the
number of shares of common stock eligible for issuance under the
Companys 2015 Stock Incentive Plan, as amended. The Reverse Stock
Split will not reduce the total number of authorized shares of
common stock of the Company.
The information set forth herein does not purport to be complete
and is qualified in its entirety by reference to (i)the full text
of the Certificate of Amendment that effectuated the Reverse
Stock Split, which is filed as Exhibit 3.1 hereto and (ii)the
relevant portions of the Companys Definitive Proxy Statement on
Schedule 14A, which was filed with the Securities and Exchange
Commission and mailed the Companys stockholders on or about
January12, 2017, each of which is incorporated herein by
reference.
| Item8.01. | Other Events. |
On February10, 2017, the Company issued a press release
announcing the Reverse Stock Split. A copy of the press release
is attached as Exhibit 99.1 hereto.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 |
SecondCertificateofAmendmentoftheFourthAmendedandRestatedCertificateofIncorporationofthe Company |
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| 99.1 | Press release dated February10, 2017 |
About CATALYST BIOSCIENCES, INC. (NASDAQ:CBIO)
Catalyst Biosciences, Inc., formerly Targacept, Inc., is a clinical-stage biopharmaceutical company. The Company is focused on creating and developing medicines to address serious medical conditions. The Company focuses its product development efforts in the fields of hemostasis, including the treatment of hemophilia and surgical bleeding, and inflammation, including prevention of delayed graft function (DGF) in renal transplants and the treatment of dry age-related macular degeneration (dry AMD), a condition that can cause visual impairment or blindness. The Company’s advanced program is a coagulation Factor VIIa variant, CB 813d, that has completed a Phase I clinical trial in severe hemophilia A and B patients. In addition to its lead Factor VIIa program, it has approximately two other coagulation factors, a Factor IX variant, CB 2679d/ISU 304, that is in advanced preclinical development, and a Factor Xa variant that has reached the advanced lead preclinical-stage of development. CATALYST BIOSCIENCES, INC. (NASDAQ:CBIO) Recent Trading Information
CATALYST BIOSCIENCES, INC. (NASDAQ:CBIO) closed its last trading session 00.000 at 0.530 with 194,911 shares trading hands.