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.
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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)
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