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United States securities and exchange commission logo
July 10, 2023
Nassim Usman, Ph.D.
President and Chief Executive Officer
Catalyst Biosciences, Inc.
611 Gateway Blvd
Suite 120
South San Francisco, CA 94080
Re: Catalyst
Biosciences, Inc.
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed June 26, 2023
File No. 000-51173
Dear Nassim Usman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Summary of the Proxy Statement
Interests of Catalyst, page 25
1. As requested in comment
18 of our letter dated April 27, 2023, please revise your
disclosure to quantify
the dollar value of the grants of awards of fully vested stock options
under the 2023 Omnibus
Incentive Plan to be granted to Nassim Usman, Seline Miller and
Thomas Eastling.
Regulatory Approvals, page 29
2. We note your disclosure
on page 271 that there is still uncertainty as to whether you will
be able to complete the
Trial Measures filing process with the CSRC, and if you are
unable to do so you
will have to suspend or terminate the Contributions. Please include
this disclosure in the
above listed section of the Summary and on page 140 where
Nassim Usman, Ph.D.
Catalyst Biosciences, Inc.
July 10, 2023
Page 2
regulatory approvals are discussed. Please also include risk factor
disclosure on this point,
where appropriate.
Dividends, Distributions and Other Transfers, page 268
3. We have read your revisions related to comment 6. It remains unclear
whether
Beijing Continent Pharmaceuticals Co., Ltd is able to, as of the
required periods
presented, make loans, dividends, interest and other payments to its
internationally-
domiciled subsidiaries, upon which certain of them depend, as disclosed
on page 16.
Please provide your calculation of restricted net assets pursuant to
Rule 5-04(c) of
Regulation S-X.
Selected Historical And Unaudited Pro Forma Condensed Combined Financial
Information, page
312
4. Please revise the amount for Gain on disposal of assets, net as of March
31, 2023, shown
as $(4,6736).
5. Please revise the fair value of preferred shares of the combined company
to be owned by
Catalyst s stockholders of $23,382 on page 324 to reconcile with the
calculation explained
in tickmark (2) on page 325 and the total preliminary estimated purchase
price.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
FirstName LastNameNassim Usman, Ph.D.
Division of
Corporation Finance
Comapany NameCatalyst Biosciences, Inc.
Office of Life
Sciences
July 10, 2023 Page 2
cc: Stephen B. Thau, Esq.
FirstName LastName