Item 1.
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Security and Issuer
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This Statement on Schedule 13D (this Schedule 13D) is filed by Viridian, LLC (Viridian) and Lazarus Life Sciences I,
LLC (Lazarus and, together with Viridian, the Reporting Persons), with respect to the shares of common stock, $0.001 par value per share (the Common Stock) of Catabasis Pharmaceuticals, Inc., a Delaware
corporation (the Company or the Issuer), with principal executive offices located at 100 High Street, 28th Floor, Boston, MA 02110.
Item 2.
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Identify and Background
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The principal business of each of the Reporting Persons is to own, manage, hold for investment, encumber, sell, dispose of and otherwise
realize the economic benefit from their investments and activities in the biotechnology sector. Viridians principal executive offices are located at 203 Crescent Street, Bldg. #17, Suite #102B, Waltham, MA 02453. Lazarus principal
executive offices are located at 2001 Market St., Suite 2500, Philadelphia, PA 19103. During the last five years, neither of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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The Reporting Persons acquired beneficial ownership of shares of the Issuers Common Stock upon the conversion of the Issuers Series
X Convertible Preferred Stock (the Conversion). The Issuers stockholders approved the Conversion at a stockholders meeting held on June 2, 2021 (the Stockholders Meeting). Each share of the
Issuers Series X Convertible Preferred Stock was automatically converted into 1,000 shares of the Issuers Common Stock four business days after the Stockholders Meeting, on June 8, 2021. The Reporting Persons shares of
Series X Convertible Preferred Stock were acquired pursuant to the Merger described below in Item 4.
Item 4.
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Purpose of Transaction
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On January 28, 2021, the Issuer acquired Quellis Biosciences, Inc., a Delaware corporation (Quellis), pursuant to that certain
Agreement and Plan of Merger, dated January 28, 2021 (the Merger Agreement), by and among the Issuer, Cabo Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (First Merger Sub), Cabo
Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer (Second Merger Sub), and Quellis. Pursuant to the Merger Agreement, First Merger Sub merged with and into Quellis, pursuant to which
Quellis was the surviving entity and became a wholly owned subsidiary of the Issuer (the First Merger). Immediately following the First Merger, Quellis merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the
surviving entity (the Second Merger, together with the First Merger, the Merger). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Under the terms of the Merger Agreement, at the closing of the Merger, the Issuer issued to the stockholders of Quellis 3,332,669 shares
of Common Stock, and 50,504 shares of newly designated Series X Convertible Preferred Stock (as described below). In addition, the Issuer assumed (i) outstanding Quellis stock options, which became options for Common Stock, and (ii) a
warrant exercisable for Quellis common stock, that became a warrant to purchase 2,805 shares of Series X Convertible Preferred Stock at an exercise price of $341.70 per share, and 185,136 shares of Common Stock at an exercise price of $0.35 per
share, which warrant is exercisable until December 14, 2030. See the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 28, 2021 for further
details.
At the time of the filing of this Schedule 13D, the Reporting Persons currently have no plans or proposals which relate to or
would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure including
but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by