CONATUS PHARMACEUTICALS INC. (NASDAQ:CNAT) Files An 8-K Other Events

Item8.01

On May11, 2017, Conatus Pharmaceuticals Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Stifel, Nicolaus Company, Incorporated and
SunTrust Robinson Humphrey, Inc., as representatives of the
several underwriters named therein (collectively, the
Underwriters), relating to the issuance and sale of 5,200,000
shares of the Companys common stock, par value $0.0001 per share
(the Common Stock). The price to the public in this offering is
$5.50 per share. The Underwriters have agreed to purchase the
shares from the Company to the Underwriting Agreement at a price
of $5.17 per share. The net proceeds to the Company from the
offering are expected to be approximately $26.6million, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company. The offering is
expected to close on or about May16, 2017, subject to customary
closing conditions. In addition, under the terms of the
Underwriting Agreement, the Company has granted the Underwriters
a 30-day option to purchase up to 780,000 additional shares of
Common Stock.

The Company intends to use approximately $15.4million of the net
proceeds from the offering to fund pipeline expansion and for
working capital and other general corporate purposes, and intends
to use approximately $11.2million of the net proceeds to
repurchase and retire 2,166,836 shares of its Common Stock held
by funds affiliated with Advent Private Equity (the Advent
Shares) at a price equal to the net proceeds per share that the
Company will receive from this offering, before expenses.

The offering is being made to the Companys effective registration
statement on Form S-3 (Registration Statement No.333-198142)
previously filed with and declared effective by the Securities
and Exchange Commission (the SEC) and a prospectus supplement and
accompanying prospectus filed with the SEC.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.

The repurchase of the Advent Shares was made to a Stock Purchase
Agreement entered into between the Company and the funds
affiliated with Advent Private Equity on May10, 2017 (the Stock
Purchase Agreement).

The foregoing descriptions of the Underwriting Agreement and the
Stock Purchase Agreement are not complete and are qualified in
their entirety by reference to the full text of the Underwriting
Agreement and the Stock Purchase Agreement, copies of which are
filed as Exhibit 1.1 and Exhibit 10.1, respectively, to this
report and are incorporated by reference herein. A copy of the
opinion of Latham Watkins LLP relating to the legality of the
issuance and sale of the Common Stock in the offering is attached
as Exhibit 5.1 to this report.

The Company issued press releases on May10, 2017 and May11, 2017
announcing the commencement of the offering and the pricing of
the offering, respectively, which press releases are attached as
Exhibits 99.1 and 99.2, respectively, to this report.

* * *

This report contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts
contained in this report are forward looking statements,
including statements regarding: the completion, timing and size
of the public offering and the anticipated use of proceeds
therefrom. In some cases, you can identify forward-looking
statements by terms such as may, will, should, expect, plan,
anticipate, could, intend, target, project, contemplates,
believes, estimates, predicts, potential or continue or the
negative of these terms or other similar expressions. These
forward-looking statements speak only as of the date of this
report and are subject to a number of risks, uncertainties and
assumptions, including: the risks and uncertainties associated
with market conditions and the satisfaction of customary closing
conditions related to the offering, as well risks and
uncertainties inherent in the Companys business, including those
risks described in the Companys periodic reports it files with
the SEC. The events and circumstances reflected in the Companys
forward-looking statements may not be achieved or occur and
actual results could differ materially from those projected in
the forward-looking statements. Except as required by applicable
law, the Company does not plan to publicly update or revise any
forward-looking statements contained herein, whether as a result
of any new information, future events, changed circumstances or
otherwise.

(d) Exhibits.

About CONATUS PHARMACEUTICALS INC. (NASDAQ:CNAT)

Conatus Pharmaceuticals Inc. is a biotechnology company. The Company focuses on the development and commercialization of medicines to treat liver disease. The Company operates through commercialization and development of pharmaceutical products segment. The Company is engaged in developing emricasan, which is an orally active pan-caspase protease inhibitor for the treatment of patients with chronic liver disease. Emricasan has the potential to interrupt the progression of liver disease and provide treatment options in multiple areas of liver disease. Emricasan is designed to slow or halt the progression of chronic liver disease caused by fibrosis and cirrhosis. Emricasan works by inhibiting caspases, which are a family of related enzymes that plays as modulators of critical cellular functions, including functions that result in apoptosis and inflammation.

CONATUS PHARMACEUTICALS INC. (NASDAQ:CNAT) Recent Trading Information

CONATUS PHARMACEUTICALS INC. (NASDAQ:CNAT) closed its last trading session down -1.51 at 5.51 with 918,065 shares trading hands.