UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. ☐
Explanatory Note
On May 23, 2022, Catalyst Biosciences, Inc. (“Catalyst”) filed a Form 8-K with the Securities and Exchange Commission (the “Original Form 8-K”), reporting, among other items, that on May 19, 2022, Catalyst entered into and closed on an Asset Purchase Agreement with Vertex Pharmaceuticals Incorporated.
Except as set forth herein, no modifications have been made to the information contained in the Original Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
Catalyst’s unaudited pro forma condensed consolidated financial information is included as Exhibit 99.2 hereto and is incorporated by reference in this Item 9.01(b).
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Catalyst Biosciences, Inc. dated May 23, 2022 (incorporated by reference to Exhibit 99.1 to the Original Form 8-K filed on May 23, 2022). | |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Statements of Catalyst Biosciences, Inc. | |
| 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 99.2
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 |
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| Current liabilities: |
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| 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: |
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| 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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| Total stockholders’ equity |
27,084 | 57,500 | 84,084 | |||||||||
| Total liabilities and stockholders’ equity |
$ | 40,274 | 57,500 | $ | 97,274 | |||||||
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See notes to unaudited pro forma condensed consolidated financial statements.
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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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| 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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| 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) | — | ||||||||
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| License and collaboration revenue |
794 | (794 | ) | — | ||||||||
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| Operating expenses: |
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| 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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| 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 | ) | ||||||
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| Shares used to compute net loss per share attributable to common stockholders, basic and diluted |
31,456,090 | 31,456,090 | ||||||||||
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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