UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2017
CATALYST BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51173 | 56-2020050 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 260 Littlefield Ave. South San Francisco, California |
94080 | |
| (Address of principal executive offices) | (Zip Code) |
(650) 266-8674
Registrant’s telephone number, including area code
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 (see General Instructions A.2. below):
| ☐ | 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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 25, 2017, the Board of Directors (the “Board”) of Catalyst Biosciences, Inc. (the “Company”) approved an increase in the authorized number of directors of the Board to eight members and then appointed Andrea S. Hunt as a member of the Board to fill the vacancy on the Board. Ms. Hunt was appointed as a Class II director whose term will expire as of the 2020 annual stockholders’ meeting. The Board has not appointed Ms. Hunt to any board committees at this time.
Ms. Hunt served as the Vice President of New Product Gene Therapy, Neuroscience, Oncology and Ophthalmology with Shire from June 2016 until June 2017, where she developed and integrated strategies for Shire’s gene therapy platform. She previously served as the Vice President – Global Franchise Head for Blood Disorders within the Hematology Division of Baxalta from June 2015 to June 2016 before it was acquired by Shire. From 1988 to 2015, Ms. Hunt served in various roles with Baxter Healthcare, most recently serving as Vice President – Lead BAX855 and Gene Therapy in the Biosciences division from 2014 to June 2015. She served as a board member of the Alliance for Regenerative Medicine and is an advisor to the Angiogenesis Foundation. Ms. Hunt received her MBA from the University of Michigan at Ann Arbor and her B.S. in Hospital Dietetics and B.A. in Foods & Nutrition from the University of Illinois at Urbana-Champaign.
As a non-employee director, consistent with the Company’s director compensation policy, in connection with her appointment to the Board, Ms. Hunt was granted a non-qualified stock option to purchase 10,000 shares of common stock of the Company, which option will vest monthly over three years, subject to continued service. At each annual meeting of stockholders, Ms. Hunt will also receive an annual non-qualified stock option to purchase 5,000 shares of common stock of the Company, which will vest over one year. In addition, Ms. Hunt is entitled to an annual cash retainer of $35,000 for her service on the Board, payable on a quarterly basis. This retainer may be irrevocably elected on an annual basis to be received in the form of fully vested shares of common stock of the Company in lieu of cash.
No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists among Ms. Hunt, on the one hand, and any of the Company’s directors or executive officers, on the other hand.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued on October 26, 2017 by Catalyst Biosciences, Inc. | |
SIGNATURES
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.
| CATALYST BIOSCIENCES, INC. | ||||
| Date: November 1, 2017 |
/s/ Fletcher Payne | |||
| Fletcher Payne | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
Catalyst Biosciences Announces the Appointment of
Industry Veteran Andrea Hunt to its Board of Directors
Senior pharmaceutical executive with extensive experience in hematology and hemophilia
Led Baxalta’s Global Blood Disorders Franchise within the Hematology Division
SOUTH SAN FRANCISCO, Calif., Oct. 26, 2017 — Catalyst Biosciences, Inc. (Nasdaq:CBIO), a clinical-stage biopharmaceutical company focused on developing novel medicines to address hematology indications, today announced the appointment of Ms. Andrea Hunt to its board of directors. Ms. Hunt was most recently vice president, New Product Gene Therapy, Neuroscience, Oncology, Ophthalmology at Shire, Plc.
“Andrea brings significant senior level executive experience leading global franchises in hemophilia, cell and gene therapy, biologics and regenerative medicine,” said Nassim Usman, Ph.D., president and chief executive officer of Catalyst. “We are privileged to have someone with Andrea’s expertise and experience join our board, and we look forward to her input and guidance as we continue development of our hemophilia programs.”
Ms. Hunt commented, “Individuals with hemophilia, especially young children, need prophylactic treatment options that are easier to administer and have the potential to normalize their coagulation systems. I look forward to working with the Catalyst Biosciences team as they advance their subcutaneous Factor VIIa and Factor IX clinical candidates.”
Andrea Hunt was most recently vice president, New Product Gene Therapy, Neuroscience, Oncology & Ophthalmology at Shire, Plc., where she was developing and integrating strategies for Shire’s gene therapy platform. Ms. Hunt came to Shire through its acquisition of Baxalta, where she led the Global Blood
Disorders Franchise within the Hematology Division. Prior to Baxalta, Ms. Hunt held several positions of increasing responsibility at Baxter Healthcare leading to her appointment as project leader to Baxter Healthcare’s R&D program, BAX855, now Adynovate™. Ms. Hunt served on the board for the Alliance for Regenerative Medicine and is an advisor to the Angiogenesis Foundation. Ms. Hunt earned her MBA in marketing from the University of Michigan and her B.S. in hospital dietetics and B.A. in foods and nutrition from the University of Illinois.
About Catalyst
Catalyst is a clinical-stage biopharmaceutical company focused on developing novel medicines to address hematology indications. Catalyst is focused on the field of hemostasis, including the subcutaneous prophylaxis of hemophilia and facilitating surgery in individuals with hemophilia. For more information, please visit www.catalystbiosciences.com.
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statement of historical facts, included in this press release regarding our strategy, the potential uses and benefits of CB 2679d and development plans for this product candidate are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Catalyst’s clinical trial timelines, including the anticipated completion of a Phase 1/2 proof-of-concept study for CB 2679d, the plans to disclose interim top-line results from the Phase 1/2 study by the end of 2017 and complete trial results by early 2018 and to report results at upcoming medical conferences, and the potential uses and benefits of subcutaneously dosed CB 2679d. Actual results or events could differ materially from the plans and expectations and projections disclosed in these forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Catalyst makes, including, but not limited to, the risk that trials and enrollment may be delayed and may not have satisfactory outcomes, that human trials will not replicate the results from preclinical studies, that subcutaneous dosing of CB 2679d may not replicate potency or duration of blood levels, that potential adverse effects may arise from the testing or use of Catalyst’s products, including the generation of antibodies, the risk that costs required to develop or manufacture Catalyst’s products will be higher than anticipated, competition, and other factors described in the “Risk Factors” section of the Company’s most recent Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017. Catalyst does not assume any obligation to update any forward-looking statements, except as required by law.
Contacts:
Corporate
Fletcher Payne
CFO, Catalyst Biosciences
+1.650.871.0761
investors@catbio.com
Investors
Andrew McDonald, Ph.D.
LifeSci Advisors
+1.646.597.6987
Andrew@lifesci.com
Media
Josephine Belluardo, Ph.D.
LifeSci Public Relations
+1.646.751.4361
jo@lifescipublicrelations.com