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): August 25, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
(650 ) 871-0761
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 8.01 |
Other Events
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On August 25, 2022, Catalyst Biosciences, Inc. (the “Company” ) announced in a press release that its Board of Directors (the “Board”) has approved
the payment of a special dividend to its shareholders. The dividend of $1.43 per share will be paid on September 20, 2022 to shareholders of record on the close of business on September 6, 2022. The total amount of the special dividend will be
approximately $45 million based on the current number of shares outstanding. Future regular or special dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Press Release by Catalyst Biosciences, Inc. on August 25, 2022.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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CATALYST BIOSCIENCES, INC.
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Date: August 25, 2022
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/s/ Nassim Usman
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Nassim Usman, Ph.D.
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President and Chief Executive Officer
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Exhibit 99.1
PRIVILEGED AND CONFIDENTIAL
PREPARED AT THE DIRECTION OF COUNSEL
Catalyst Biosciences, Inc. Declares Special Cash Dividend of $1.43 per share
SOUTH SAN FRANCISCO, Calif., August 25, 2022 (GLOBE NEWSWIRE) -- Catalyst Biosciences, Inc. (NASDAQ: CBIO) (“Catalyst,” the “Company” or “we”) today announced that the
Board of Directors has declared a special, one-time cash dividend of $1.43 per share to holders of the Company’s Common Stock. The dividend is payable on September 20, 2022 to stockholders of record at the close of business on September 6, 2022. The
aggregate amount of the payment to be made in connection with this special dividend will be approximately $45 million.
The Company anticipates that it may declare one or more additional special dividends in the future, although there can be no assurance that such distributions will occur or
the timing of such distributions.
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 of its complement pipeline, 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 the amount and timing of planned cash distributions, potential uses of and markets for MarzAA, DalcA and CB 2679-GT, and potential partnering or other transactions for these products.
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 risks that Catalyst will be unable to find development partners for MarzAA, DalcA or CB 2679-GT, or that Catalyst’s obligations and liabilities will be greater than anticipated and limit other distributions, as well as the
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 August 15, 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 Information
Trisha Colton
Catalyst Biosciences, Inc.
investors@catbio.com