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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As previously announced, on
February 2, 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 June 30, 2017, to file an
amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to effect a reverse stock split of the Company’s 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 February 8, 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 February 10, 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 February 10, 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 Company’s 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 February 13, 2017. There will be no change in the Company’s Nasdaq’s 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 Company’s 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 Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange
Commission and mailed the Company’s stockholders on or about January 12, 2017, each of which is incorporated herein by reference.