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United States securities and exchange commission logo
May 31, 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. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed May 15, 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. 1 to Preliminary Proxy Statement on Schedule 14A filed May
15, 2023
Organizational Structure, page 21
1. Please revise to
enlarge or otherwise alter the graphics on page 21 so all text is legible.
Risk Factor Summary, page 24
2. We note your response
to our prior comment 9. Please revise here to add a summary risk
factor discussing the
risks regarding the transfer of cash out of China. In addition, please
revise your discussion
regarding dividends, distributions and other transfers on page
264 to include a
cross-reference to the Unaudited Pro Forma Condensed Combined
Financial Information
on page 306.
Nassim Usman, Ph.D.
FirstName LastNameNassim Usman, Ph.D.
Catalyst Biosciences, Inc.
Comapany
May NameCatalyst Biosciences, Inc.
31, 2023
May 31,
Page 2 2023 Page 2
FirstName LastName
Summary of the Proxy Statement
Regulatory Approvals, page 26
3. We note your response to our prior comment 8 and your statement that
you are required to
file with the CSRC for the overseas listing application pursuant to
the Trial Measures.
Please provide updated disclosure, when available, regarding the
status of this filing.
Opinion of Catalyst's Financial Advisor, page 124
4. We note your response to our prior comment 29 and reissue in part.
Please revise to
disclose whether Raymond James excluded any companies or transactions
meeting the
selection criteria from its selected companies analysis and its
selected transaction analysis.
If so, revise to state why Raymond James excluded the companies or
transactions. Revise
to provide the valuations for each of the selected companies and
transactions. Revise to
provide the growth rate used for the projections and the assumptions
and bases relied on in
calculating the growth rate.
BC's Business
Our Products and Product Pipeline, page 227
5. We note your response to our prior comment 13 and reissue in part. You
continue to state
on page 229 that pirfenidone exhibited efficacy in preclinical
studies. Please revise to
remove this reference.
Dividends, Distributions and Other Transfers, page 264
6. We note your response and revisions on pages 264-265 related to
comment 42. Please
identify BC's subsidiary incorporated in the PRC. Also, if this
subsidiary is BC's "only"
subsidiary, please provide the identity of "our offshore entities"
referred to on page 265
and explain your relationship to those entities.
BC Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 277
Results of Operations, page 281
7. We note your response and revisions on page 282 related to comment 41.
You state "Our
gross profit margin levels are high due to our mature technology and
significant cost
reduction due to the scale effect." Please further revise to address
how you have been able
to maintain the low raw materials cost. Tell us your historical gross
margin rates when
ETUARY was first approved and sold.
Nassim Usman, Ph.D.
FirstName LastNameNassim Usman, Ph.D.
Catalyst Biosciences, Inc.
Comapany
May NameCatalyst Biosciences, Inc.
31, 2023
May 31,
Page 3 2023 Page 3
FirstName LastName
11. Intangible Assets, page F-55
8. We note your response to comment 43. Referring to IAS 38.57, please
explain how you
have met each of the criteria listed therein for recognition as an
intangible asset. In
particular, it is unclear to us how, if BC had not yet received
regulatory approval for the
commercialization of its product candidates, the criteria for use or
sale could be satisfied.
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Stephen B. Thau, Esq.