false 0001124105 0001124105 2021-11-12 2021-11-12





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2021




(Exact name of registrant as specified in its charter)




Delaware   000-51173   56-2020050

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

611 Gateway Blvd, Suite 710, South San Francisco, CA 94080

(Address of principal executive offices)

(650) 871-0761

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock   CBIO   Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02

Results of Operations and Financial Condition.

On November 12, 2021, Catalyst Biosciences, Inc., (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.


Item 2.05

Costs Associated with Exit or Disposal Activities.

On November 12, 2021, the Company announced its strategic decision to stop the clinical development of MarzAA (engineered FVIIa), focus solely on its complement programs and protease medicines platform, and sell or license the Company’s hemophilia portfolio (the “Restructuring”). In connection with these actions, the Company will reduce headcount by approximately 27 full-time equivalent personnel, or approximately 35% and expects to reduce its annual expenditures by approximately 40%. This decision, approved by the Company’s Board of Directors, follows a recently updated feasibility assessment where the Company determined that it was not in the best interests of its stockholders to continue to finance MarzAA through the completion of the ongoing trials based on anticipated timelines and expense, along with a review of the opportunities presented by the Company’s protease platform for complement-mediated diseases.

As a result of the Restructuring, the Company estimates that it will incur up to $0.6 million in costs related to one-time severance costs and related expenses, of which approximately $0.4 million will be incurred in the fourth quarter of 2021 and $0.2 million in the first quarter of 2022. The reduction in force is expected to be substantially completed by the end of the first quarter of 2022. The estimates of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions and actual results may differ. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the decision to stop clinical development of MarzAA.

A copy of the press release announcing the Restructuring is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this item.

Forward-Looking Statements

This item 2.05 contains forward-looking statements that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward looking statements are statements that are not historical facts. Words such as “expects,” “believes,” “will,” “may,” “anticipates” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the anticipated benefits of the Restructuring, the anticipated timing and details of the reduction in workforce and expected charges and costs associated with the reduction in workforce that the Company expects to incur. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management, and are subject to a number of risks and uncertainties. Factors that could cause actual results to differ materially from current expectations include possible changes in the expected costs and charges associated with the reduction in force, and risks associated with the Company’s ability to achieve the expected benefits of the reduction in force and realignment of its resources. Additionally, these forward-looking statements should be considered in conjunction with the cautionary statements and risk factors described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and its other filings filed from time to time with the Securities and Exchange Commission. The Company does not assume any obligation to update any forward-looking statement, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits





99.1    Press release dated November 12, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 12, 2021      

/s/ Seline Miller

      Seline Miller

Senior Vice President, Finance

(Interim Chief Financial Officer and Principal Accounting Officer)

Catalyst Biosciences (NASDAQ:CBIO)
Historical Stock Chart
From Dec 2021 to Jan 2022 Click Here for more Catalyst Biosciences Charts.
Catalyst Biosciences (NASDAQ:CBIO)
Historical Stock Chart
From Jan 2021 to Jan 2022 Click Here for more Catalyst Biosciences Charts.