Item 1.01 Entry into a Material Definitive Agreement

On January 26, 2021, Catalyst Biosciences, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Piper Sandler & Co., as the representative of the several underwriters named in Schedule I thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell an aggregate of 8,700,000 shares of its common stock (the "Shares") to the Underwriters (the "Offering"). The Shares will be sold to the Underwriters at the public offering price of $5.75 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an additional 1,305,000 shares of its common stock at the public offering price less the underwriting discounts and commissions. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-228970) that was filed by the Company with the Securities and Exchange Commission ("SEC") on December 21, 2018 and declared effective by the SEC on February 14, 2019 and a related prospectus supplement.

The Company estimates that net proceeds from the Offering will be approximately $50 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriters' option to purchase additional shares of common stock. The Company intends to use the net proceeds from the Offering for general corporate purposes including research, development and manufacturing activities in its hemophilia and complement programs, specifically MarzAA (FVIIa), CB 4332 (enhanced complement Factor I) and others, capital expenditures, selling, general and administrative costs, facilities expansion, and to meet working capital needs. The Company expects the Offering to close on January 29, 2021, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.

A copy of the legal opinion of Orrick, Herrington & Sutcliffe LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 8.01 Other Events

On January 27, 2021, the Company issued a press release announcing it had priced the Offering. A copy of the press release is attached hereto as Exhibit 99.1.





                                       2

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated January 26, 2021, by and between
            Catalyst Biosciences, Inc. and Piper Sandler & Co., as representative
            of the several Underwriters named therein

 5.1          Legal Opinion of Orrick, Herrington & Sutcliffe LLP

23.1          Consent of Orrick, Herrington & Sutcliffe LLP (contained in
            Exhibit 5.1)

99.1          Press release issued by Catalyst Biosciences, Inc., dated
            January 27, 2021

104         Cover Page Interactive Data File (formatted as Inline XBRL)




                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses