CATALYST BIOSCIENCES, INC. (NASDAQ:CBIO) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01
| ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On April7, 2017, Catalyst Biosciences, Inc., a Delaware
corporation (the Company), entered into an Underwriting
Agreement (the Underwriting Agreement) with Ladenburg
Thalmann Co. Inc. (the Underwriter), to which the Company
agreed to issue and sell, in a registered public offering by the
Company (the Public Offering), (a)930,000 ClassA Units
(the Class A Units), with each ClassA Unit consisting of
one share of the Companys common stock, par value $0.001 per
share (the Common Stock), and a warrant to purchase half
of one share of Common Stock (each warrant exercisable for one
whole share of Common Stock, a Warrant), with each ClassA
Unit to be offered to the public at an offering price of $5.00
per ClassA Unit and (b)13,350 Class B Units (the Class B
Units, and collectively with the ClassA Units, the
Units), with each Class B Unit consisting of one share of
Series A Preferred Stock, par value $0.001 per share (the Series
A Preferred Stock), convertible into 200 shares of Common Stock
and Warrants to purchase 100 shares of Common Stock, with each
Class B Unit to be offered to the public at an offering price of
$1,000 per Class B Unit.
In addition, to the Underwriting Agreement, the Company granted
the Underwriter a 45 day option (the Overallotment Option)
to purchase up to an additional 540,000 ClassA Units exercisable
for up to an additional 540,000 shares of Common Stock and
Warrants to purchase 270,000 shares of Common Stock solely to
cover over-allotments. The Overallotment Option was exercised in
full on April 10, 2017. The ClassA Units and Class B Units were
not certificated and the shares of Common Stock, Series A
Preferred Stock and Warrants comprising such Units were
immediately separable and were issued separately in the Public
Offering. The Units were offered by the Company to (i)the
registration statement on Form S-1 (File No.333-216663), and each
amendment thereto, which was initially filed with the Securities
and Exchange Commission (the Commission) on March13, 2017
and declared effective by the Commission on April6, 2017 (the
Initial Registration Statement), and the registration
statement on Form S-1 (File No.333-217186), the (462(b)
Registration Statement), filed by the Company with the
Commission on April6, 2017 (the 462(b) Registration Statement
together with the Initial Registration Statement, the
Registration Statements).
On April12, 2017, the Company issued and sold (i)1,470,000 shares
of Common Stock (which includes 540,000 shares of Common Stock
sold to the exercise of the Overallotment Option), (ii)13,350
shares of Series A Preferred Stock and (iii)2,070,000 Warrants
(which includes 270,000 sold to the exercise of the Overallotment
Option) to the Registration Statements and the Underwriting
Agreement. The net proceeds to the Company, after deducting the
underwriting discounts and commissions and estimated offering
expenses payable by the Company will be approximately $18.7
million.
Each Warrant is immediately exercisable, expires on the five
(5)year anniversary of the date of issuance and is exercisable at
a price per share of Common Stock of $5.50. Additionally, subject
to certain exceptions, if, after the closing date of the Public
Offering, (i)the volume weighted average price of the Common
Stock for each of 30 consecutive trading days (the Measurement
Period), which Measurement Period commences on the closing
date, exceeds 300% of the exercise price (subject to adjustments
for stock splits, recapitalizations, stock dividends and similar
transactions), (ii)the average daily trading volume for such
Measurement Period exceeds $500,000 per trading day and (iii)the
warrant holders in question are not in possession of any
information that constitutes or might constitute, material
non-public information which was provided by the Company, then
the Company may call for cancellation of all or any portion of
the Warrants then outstanding.
The foregoing summaries of the Underwriting Agreement and the
Warrants do not purport to be complete and are subject to, and
qualified in their entirety by, such documents attached as
Exhibits 1.1, and 4.1, respectively, to this Current Report on
Form 8-K, which are incorporated herein by reference.
| Item5.03 |
Amendments to Articles of Incorporation; Change in Fiscal Year. |
In connection with the closing on April12, 2017 of the Public
Offering and the Overallotment Option, on April10, 2017, the
Company filed the Certificate of Designation of Preferences,
Rights and Limitations of the Series A Preferred Stock (the
Certificate of Designation) with the Secretary of State of the
State of Delaware. The Certificate of Designation provides for
the issuance of the shares of Series A Preferred Stock. With
certain exceptions, the shares of Series A Preferred Stock rank
on par with the shares of the Common Stock, in each case, as to
dividend rights and distributions of assets upon liquidation,
dissolution or winding up of the Company.
With certain exceptions, as described in the Certificate of
Designation, the shares of Series A Preferred Stock have no
voting rights. However, as long as any shares of Series A
Preferred Stock remain outstanding, the Certificate of
Designation provides that the Company shall not, without the
affirmative vote of holders of a majority of the then outstanding
shares of Series A Preferred Stock, (a)alter or change adversely
the powers, preferences or rights given to the Series A Preferred
Stock or alter or amend the Certificate of Designation,
(b)increase the number of authorized shares of Series A Preferred
Stock, or (c)effect a stock split or reverse stock split of the
shares of Series A Preferred Stock or any like event.
Each share of Series A Preferred Stock is convertible at any time
at the holders option into a number of shares of Common Stock
equal to $1,000.00 per share divided by the Conversion Price. The
Conversion Price is initially $5.00, subject to adjustment for
reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions as specified in the
Certificate of Designation. Notwithstanding the foregoing, the
Certificate of Designation further provides that the Company
shall not effect any conversion of the shares of Series A
Preferred Stock, with certain exceptions, to the extent that,
after giving effect to an attempted conversion, the holder of
shares of Series A Preferred (together with such holders
affiliates and any persons acting as a group together with such
holder or any of such holders affiliates) would beneficially own
a number of shares of Common Stock in excess of 4.99% of the
shares of Common Stock then outstanding. At the holders option,
upon notice to the Company, the holder may increase or decrease
this beneficial ownership limitation not to exceed 9.99% of the
shares of Common Stock then outstanding, with any such increase
becoming effective upon 61 days prior notice to the Company.
Additionally, subject to certain exceptions and limitations, at
any time prior to the three year anniversary of the issuance of
the Series A Preferred Stock, the Company will have the right to
cause each holder of the Series A Preferred Stock to convert all
or part of such holders Series A Preferred Stock in the event
that (i)the volume weighted average price of our common stock for
the Measurement Period exceeds 300% of the conversion price of
the preferred stock issued in this offering (subject to
adjustment for stock splits, recapitalizations, stock dividends
and similar transactions), (ii)the average daily trading volume
for such Measurement Period exceeds $500,000 per trading day and
(iii)the holder is not in possession of any information that
constitutes or might constitute, material non-public information
which was provided by the Company.
The foregoing summary of the Certificate of Designation does not
purport to be complete and is subject to, and qualified in its
entirety by, such document attached as Exhibit 3.1 to this
Current Report on Form 8-K, which is incorporated herein by
reference.
| Item8.01 | Other Events. |
On April7, 2017, the Company issued a press release announcing
that it had priced the Public Offering, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
On April12, 2017, the Company issued a press release announcing
the exercise of the Overallotment Option and the closing of the
Public Offering, a copy of which is attached as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Prior to the closing of the Public Offering, certain purchasers
of the Companys Class B Units elected to convert the Series A
Preferred Stock underlying such units into shares of Common
Stock. Following the completion of the Public Offering, as of
April12, 2017, the Company had outstanding 3,101,636 shares of
Common Stock and 11,400 shares of Series A Preferred Stock.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement dated as of April 7, 2017, by and between Catalyst Biosciences, Inc. and Ladenburg Thalmann Co. Inc. as representative of the several underwriters, if any, named on Schedule I thereto. |
|
| 3.1 |
Certificate of Designation of Preferences, Rights and Limitations, filed with the Delaware Secretary of State on April 10, 2017, with respect to the Series A Preferred Stock. |
|
| 4.1 |
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 of the registrants Registration Statement on Form S-1 (No. 333-216663) dated April 4, 2017). |
|
| 99.1 |
Press release of Catalyst Biosciences, Inc. dated April 7, 2017. |
|
| 99.2 |
Press release of Catalyst Biosciences, Inc. dated April 12, 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 down -0.43 at 5.28 with 817,508 shares trading hands.