UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 19, 2022, Catalyst Biosciences, Inc. (“Catalyst”) entered into and closed on an Asset Purchase Agreement (the “Purchase Agreement”) with Vertex Pharmaceuticals Incorporated (“Purchaser”), pursuant to which Purchaser acquired Catalyst’s complement portfolio, including CB 2782-PEG and CB 4332, as well as its complement-related intellectual property including the ProTUNE™ and ImmunoTUNE™ platforms (the “Transferred Assets”).
In consideration for the purchase of the Transferred Assets, Purchaser will pay Catalyst $60 million in cash, with $5 million retained as a hold-back until one year after the closing to satisfy certain post-closing indemnification obligations. The Purchase Agreement includes customary representations, warranties, covenants and indemnification provisions.
The above description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to Catalyst’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2022.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Catalyst Biosciences, Inc. dated May 23, 2022. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). | |
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: May 23, 2022 | /s/ Nassim Usman | |||||
| Nassim Usman, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Catalyst Biosciences Sells Complement Portfolio for $60 Million
SOUTH SAN FRANCISCO, Calif. – May 23, 2022 – Catalyst Biosciences, Inc. (NASDAQ: CBIO) today announced that it has signed a definitive asset purchase and sale agreement with Vertex Pharmaceuticals Incorporated (NASDAQ: VRTX) under which Vertex has acquired Catalyst’s portfolio of protease medicines that regulate complement, including CB 2782-PEG, for $60 million in cash.
Management Comments
“We have been exploring strategic alternatives to monetize our assets and maximize value for our shareholders. This sale is part of the ongoing strategic process that we announced in February to explore alternatives and create value for shareholders. We have significantly reduced our cash burn and continue to work with our advisors to evaluate additional strategic alternatives for Catalyst” said Nassim Usman, Ph.D., Chief Executive Officer of Catalyst Biosciences.
Advisors
Perella Weinberg Partners acted as financial advisor to Catalyst and Orrick, Herrington & Sutcliffe LLP, and Potter Anderson & Corroon LLP served as legal advisors to the Company.
About Catalyst Biosciences
Catalyst is a biopharmaceutical company focused on protease therapeutics to address unmet medical needs in disorders of the complement and coagulation systems. After the transaction, Catalyst’s product candidates consist of the coagulation related assets marzeptacog alfa (activated) (“MarzAA”), dalcinonacog alfa (“DalcA”), and CB 2679d-GT. MarzAA is a SQ administered next generation engineered coagulation Factor VIIa (“FVIIa”) for the treatment of episodic bleeding and prophylaxis in subjects with rare bleeding disorders. DalcA is a next-generation SQ administered FIX. CB 2679d-GT is an AAV-based gene therapy construct harboring the DalcA sequence. Both MarzAA and DalcA have shown sustained efficacy and safety in mid-stage clinical trials and are available for partnering. CB 2679d-GT has obtained preclinical proof-of-concept and is also available for partnering.
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements include, without limitation, those regarding potential uses of and markets for MarzAA, DalcAA and CB 2679-GT, and Catalyst’s plans to continue to explore strategic alternatives. Actual results or events could differ materially from the plans, intentions, expectations, and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially, including, but not limited to, the risk that Catalyst will not be able to identify strategic partners interested in MarzAA, DalcAA, CB 2679-GT or any other transaction with the Company, and other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022, the Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022, and in other filings filed from time to time with the SEC. The Company does not assume any obligation to update any forward-looking statements, except as required by law.
Contact:
Trisha Colton
Catalyst Biosciences, Inc.
investors@catbio.com
1
CATALYST BIOSCIENCES, INC.
INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Page No. | ||||
| Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements |
2 | |||
| Unaudited Pro Forma Condensed Consolidated Balance Sheet |
3 | |||
| Unaudited Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss |
4 | |||
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
6 | |||
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited pro forma condensed consolidated financial statements of Catalyst Biosciences, Inc. and its subsidiary (the “Company” or “Catalyst”) were derived from the Company’s historical consolidated financial statements. They are presented to give effect to the dispositions of assets related to the Company’s complement development programs. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2022 is presented as if the disposition had occurred on that date. The statements of operations and comprehensive loss for the three months ended March 31, 2022, and the year ended December 31, 2021 are presented as if the disposition occurred on January 1, 2021, the beginning of the earliest pro forma period presented.
The pro forma information has been prepared for illustrative purposes only and is not intended to represent or be indicative of the consolidated results of operations that actually would have been achieved had the disposition been completed at the beginning of the periods presented. Further, these financial statements are not necessarily indicative of the Company’s future financial position and future results of operations. The pro forma information should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, and the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022 filed with the SEC on May 9, 2022.
2
Catalyst Biosciences, Inc.
Pro Forma Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share amounts)
| On March 31, 2022 | ||||||||||||||||
| As Reported | Pro Forma Adjustments |
Pro Forma | ||||||||||||||
| Assets |
||||||||||||||||
| Current assets: |
||||||||||||||||
| Cash and cash equivalents |
$ | 34,817 | $ | 52,000 | (a | ) | $ | 86,817 | ||||||||
| Accounts receivable, net |
564 | 5,000 | (a | ) | 5,564 | |||||||||||
| Prepaid and other current assets |
1,322 | — | 1,322 | |||||||||||||
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|
|
|
|
|
|
|||||||||||
| Total current assets |
36,703 | 57,000 | 93,703 | |||||||||||||
| Other assets, noncurrent |
472 | — | 472 | |||||||||||||
| Right-of-use assets |
2,242 | — | 2,242 | |||||||||||||
| Property and equipment, net |
857 | — | 857 | |||||||||||||
|
|
|
|
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|
|||||||||||
| Total assets |
$ | 40,274 | $ | 57,000 | $ | 97,274 | ||||||||||
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| Liabilities and stockholders’ equity |
||||||||||||||||
| Current liabilities: |
||||||||||||||||
| Accounts payable |
$ | 4,706 | $ | — | $ | 4,706 | ||||||||||
| Accrued compensation |
2,137 | — | 2,137 | |||||||||||||
| Other accrued liabilities |
4,438 | — | 4,438 | |||||||||||||
| Operating lease liability |
1,909 | — | 1,909 | |||||||||||||
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|
|
|
|
|
|||||||||||
| Total liabilities |
13,190 | — | 13,190 | |||||||||||||
| Stockholders’ equity: |
||||||||||||||||
| Common stock, $0.001 par value, 100,000,000 shares authorized; 31,477,053 shares issued and outstanding at March 31, 2022 |
31 | — | 31 | |||||||||||||
| Additional paid-in capital |
444,283 | — | 444,283 | |||||||||||||
| Accumulated deficit |
(417,230 | ) | 57,000 | (a | ) | (360,230 | ) | |||||||||
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|
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|
|||||||||||
| Total stockholders’ equity |
27,084 | 57,500 | 84,084 | |||||||||||||
| Total liabilities and stockholders’ equity |
$ | 40,274 | 57,500 | $ | 97,274 | |||||||||||
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|
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|
|
|||||||||||
See notes to unaudited pro forma condensed consolidated financial statements.
3
Catalyst Biosciences, Inc.
Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(In thousands, except share and per share amounts)
| Year Ended December 31, 2021 | ||||||||||||||||
| As Reported | Pro Forma Adjustments |
Pro Forma | ||||||||||||||
| Revenue: |
||||||||||||||||
| License |
$ | — | $ | — | $ | — | ||||||||||
| Collaboration |
7,338 | (7,338 | ) | (b | ) | — | ||||||||||
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|
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|
|||||||||||
| License and collaboration revenue |
7,338 | (7,338 | ) | — | ||||||||||||
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|
|||||||||||
| Operating expenses: |
||||||||||||||||
| Cost of license |
— | — | — | |||||||||||||
| Cost of collaboration |
7,380 | (7,380 | ) | (b | ) | — | ||||||||||
| Research and development |
68,889 | (23,967 | ) | (b | ) | 44,922 | ||||||||||
| General and administrative |
18,963 | 46 | (b | ) | 19,009 | |||||||||||
| Gain on disposal of assets, net |
— | (57,000 | ) | (a | ) | (57,000 | ) | |||||||||
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| Total operating expenses |
95,232 | (88,801 | ) | 6,931 | ||||||||||||
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|||||||||||
| Loss from operations |
(87,894 | ) | 81,463 | (6,931 | ) | |||||||||||
| Interest and other income, net |
(39 | ) | — | (39 | ) | |||||||||||
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| Net loss and comprehensive loss |
$ | (87,933 | ) | $ | 81,463 | $ | (6,970 | ) | ||||||||
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| Net loss per share attributable to common stockholders, basic and diluted |
$ | (2.87 | ) | $ | (0.23 | ) | ||||||||||
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|
|
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| Shares used to compute net loss per share attributable to common stockholders, basic and diluted |
30,640,977 | 30,640,977 | ||||||||||||||
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|
|
|
|
|
|
|||||||||||
See notes to unaudited pro forma condensed consolidated financial statements.
4
Catalyst Biosciences, Inc.
Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended March 31, 2022 | ||||||||||||||||
| As Reported | Pro Forma Adjustments |
Pro Forma | ||||||||||||||
| Revenue: |
||||||||||||||||
| License |
$ | — | $ | — | $ | — | ||||||||||
| Collaboration |
794 | (794 | ) | (b | ) | — | ||||||||||
|
|
|
|
|
|
|
|||||||||||
| License and collaboration revenue |
794 | (794 | ) | — | ||||||||||||
|
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|
|
|
|
|
|||||||||||
| Operating expenses: |
||||||||||||||||
| Cost of license |
— | — | — | |||||||||||||
| Cost of collaboration |
798 | (798 | ) | (b | ) | — | ||||||||||
| Research and development |
9,703 | (3,353 | ) | (b | ) | 6,350 | ||||||||||
| General and administrative |
4,994 | (259 | ) | (b | ) | 4,735 | ||||||||||
|
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|
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|
|||||||||||
| Total operating expenses |
15,495 | (4,410 | ) | 11,085 | ||||||||||||
|
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|
|
|
|
|
|||||||||||
| Loss from operations |
(14,701 | ) | 3,616 | (11,085 | ) | |||||||||||
| Interest and other income, net |
165 | — | 165 | |||||||||||||
|
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|||||||||||
| Net loss and comprehensive loss |
$ | (14,536 | ) | $ | 3,616 | $ | (10,920 | ) | ||||||||
|
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|||||||||||
| Net loss per share attributable to common stockholders, basic and diluted |
$ | (0.46 | ) | $ | (0.35 | ) | ||||||||||
|
|
|
|
|
|
|
|||||||||||
| Shares used to compute net loss per share attributable to common stockholders, basic and diluted |
31,456,090 | 31,456,090 | ||||||||||||||
|
|
|
|
|
|
|
|||||||||||
See notes to unaudited pro forma condensed consolidated financial statements.
5
Catalyst Biosciences, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| 1. | Basis of Presentation |
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2022 was prepared as if the disposition had occurred on that date. The statements of operations and comprehensive loss for the three months ended March 31, 2022 and the year ended December 31, 2021 are presented as if the disposition occurred on January 1, 2021, the beginning of the earliest pro forma period presented.
| 2. | Pro Forma Adjustments |
The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the disposition. The pro forma adjustments give effect to events that are (1) directly attributable to the disposition, (2) expected to have a continuing impact on the registrant, and (3) factually supportable, and are based on assumptions that management believes are reasonable given the best information currently available.
Explanations that follow correspond to note references identified in the unaudited pro forma condensed consolidated financial statements provided on pages 3 through 5 of this exhibit:
| (a) | To book the proceeds and the related gains from the disposal, net of related transaction expenses. |
| (b) | To eliminate revenues and operating expenses of the disposed assets. |
| (c) | To record the tax impact of adjustments (a) and (b) above. |
6