CONATUS PHARMACEUTICALS INC. (NASDAQ:CNAT) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of Material Agreement.

On December 5, 2018, Conatus Pharmaceuticals Inc. (the “Company”), at its option, converted the entire outstanding principal of $15.0 million and accrued and unpaid interest of the convertible promissory note (the “Note”) it issued to Novartis Pharma AG (“Novartis”) in February 2017 into 2,882,519 shares of the Company’s common stock. to the terms of the Note, the principal and accrued and unpaid interest converted into the Company’s common stock at a conversion price equal to 120% of the 20-day trailing average closing price per share of the common stock immediately prior to the conversion date.

The Company issued the Note to Novartis to the Investment Agreement entered into between the Company and Novartis in December 2016 (the “Investment Agreement”) whereby the Company agreed to sell and Novartis agreed to purchase convertible promissory notes in one or two closings for an aggregate principal amount of up to $15.0 million. The Note bore interest on the unpaid principal balance at a rate of 6% per annum and had a scheduled maturity date of December 31, 2019. The Company had the right to prepay the Note in whole or in part, or convert all or part of the Note into shares of the Company’s common stock, at its option, until December 31, 2019.

The foregoing descriptions of the Note and Investment Agreement are qualified in their entirety by reference to the complete text of the Note and Investment Agreement, copies of which were filed as Exhibit 10.35 and Exhibit 10.34, respectively, to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2017.

The information set forth in Item 1.02 above is incorporated by reference into this Item 1.02. The shares of common stock issued upon the conversion of the Note were issued to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated under the Securities Act.

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.