ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On April 7, 2017, Catalyst Biosciences, Inc., a
Delaware corporation (the
Company
), entered into an Underwriting Agreement (the
Underwriting Agreement
) with Ladenburg Thalmann & Co. Inc. (the
Underwriter
), pursuant to which the
Company agreed to issue and sell, in a registered public offering by the Company (the
Public Offering
), (a) 930,000 Class A Units (the
Class A Units
), with each Class A 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 Class A Unit to be offered to the public at an offering price of $5.00 per Class A Unit and (b) 13,350 Class B Units (the
Class B Units
, and collectively with the Class A
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,
pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45 day option (the
Overallotment Option
) to purchase up to an additional 540,000 Class A 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 Class A 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 pursuant 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 March 13, 2017 and declared effective by the Commission on April 6,
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 April 6,
2017 (the 462(b) Registration Statement together with the Initial Registration Statement, the
Registration Statements
).
On
April 12, 2017, the Company issued and sold (i) 1,470,000 shares of Common Stock (which includes 540,000 shares of Common Stock sold pursuant 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 pursuant to the exercise of the Overallotment Option) pursuant 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.