0000899243-23-000968.txt : 20230105 0000899243-23-000968.hdr.sgml : 20230105 20230105160609 ACCESSION NUMBER: 0000899243-23-000968 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20221226 FILED AS OF DATE: 20230105 DATE AS OF CHANGE: 20230105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GNI Group Ltd. CENTRAL INDEX KEY: 0001958461 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51173 FILM NUMBER: 23511297 BUSINESS ADDRESS: STREET 1: NIHONBASHI-HONCHO YS BLDG 3F STREET 2: 2-2-2 NIHONBASHI-HONCHO, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-0023 BUSINESS PHONE: 81-3-6214-3600 MAIL ADDRESS: STREET 1: NIHONBASHI-HONCHO YS BLDG 3F STREET 2: 2-2-2 NIHONBASHI-HONCHO, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-0023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GNI Hong Kong Ltd CENTRAL INDEX KEY: 0001958509 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51173 FILM NUMBER: 23511296 BUSINESS ADDRESS: STREET 1: 12/F ELITE CENTRE STREET 2: 22 HUNG TO ROAD CITY: KWUN TONG KL STATE: K3 ZIP: 0000 BUSINESS PHONE: 81-3-6214-3600 MAIL ADDRESS: STREET 1: 12/F ELITE CENTRE STREET 2: 22 HUNG TO ROAD CITY: KWUN TONG KL STATE: K3 ZIP: 0000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CATALYST BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001124105 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 562020050 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 611 GATEWAY BLVD., SUITE 710 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-871-0761 MAIL ADDRESS: STREET 1: 611 GATEWAY BLVD., SUITE 710 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: TARGACEPT INC DATE OF NAME CHANGE: 20000919 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-12-26 0 0001124105 CATALYST BIOSCIENCES, INC. CBIO 0001958461 GNI Group Ltd. NIHONBASHI-HONCHO YS BLDG 3F 2-2-2 NIHONBASHI-HONCHO, CHUO-KU TOKYO M0 103-0023 JAPAN 0 0 1 0 0001958509 GNI Hong Kong Ltd 12/F ELITE CENTRE 22 HUNG TO ROAD KWUN TONG KL K3 HONG KONG 0 0 1 0 Common Stock 895217 D Common Stock 5371304 D Series X Convertible Preferred Stock Common Stock 17630000 D Series X Convertible Preferred Stock Common Stock 105770000 D These securities are held by GNI Group Ltd. ("GNI Japan"). GNI Hong Kong Ltd. ("GNI HK") disclaims beneficial ownership of the securities held by GNI Japan for purposes of Rule 16a-1(a)(2), except to the extent of its pecuniary interest therein. These securities are held by GNI HK. GNI HK, through GNI Japan-affiliated entities, is a wholly-owned subsidiary of GNI Japan. GNI Japan may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities held by GNI HK and, therefore, a "ten percent holder" hereunder. Shares of Series X Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), are convertible into common stock based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on December 27, 2022), at the holder's election after 5:00 p.m. (New York City time) on the second business day after the date on which the Issuer's stockholders approve the conversion of the Preferred Stock. Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney /s/ Branden Berns, Attorney-in-fact for GNI Group Ltd. 2023-01-05 /s/ Branden Berns, Attorney-in-fact for GNI Hong Kong Ltd. 2023-01-05 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Ying Luo, Thomas Wilson Eastling, Ruoyu Chen, Branden Berns,
and Ryan Murr, and any of their substitutes, signing singly, as the
undersigned's true and lawful attorney-in-fact to:

1.  prepare, execute in the undersigned's name and on the undersigned's behalf,
    and submit to the U.S. Securities and Exchange Commission (the "SEC") a
    Form ID, including amendments thereto, and any other document necessary or
    appropriate to obtain codes, passwords, and passphrases enabling the
    undersigned to make electronic filings with the SEC of reports require by
    the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2.  execute for and on behalf of the undersigned, in the undersigned's capacity
    as a director and/or officer of Catalyst Biosciences, Inc. (the "Company"),
    Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
    Exchange Act of 1934 and the rules thereunder;

3.  do and perform any and all acts for and on behalf of the undersigned which
    may be necessary or desirable to complete and execute any such Form 3, 4,
    or 5, complete and execute any amendment or amendments thereto, and timely
    file such form with the SEC and any securities exchange or similar
    authority; and

4.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned also ratifies hereby any
action previously taken by each attorney-in-fact that would have been
authorized by this power of attorney if it has been in effect at the time such
action was taken. The undersigned acknowledges that each attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of December 26, 2022.

                                   GNI GROUP LTD.


                                   By: /s/ Ying Luo
                                       ---------------------------------------
                                   Name: Ying Luo
                                   Title: President and Chief Executive Officer
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                                POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Ying Luo, Thomas Wilson Eastling, Ruoyu Chen, Branden Berns,
and Ryan Murr, and any of their substitutes, signing singly, as the
undersigned's true and lawful attorney-in-fact to:

1.  prepare, execute in the undersigned's name and on the undersigned's behalf,
    and submit to the U.S. Securities and Exchange Commission (the "SEC") a
    Form ID, including amendments thereto, and any other document necessary or
    appropriate to obtain codes, passwords, and passphrases enabling the
    undersigned to make electronic filings with the SEC of reports require by
    the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2.  execute for and on behalf of the undersigned, in the undersigned's capacity
    as a director and/or officer of Catalyst Biosciences, Inc. (the "Company"),
    Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
    Exchange Act of 1934 and the rules thereunder;

3.  do and perform any and all acts for and on behalf of the undersigned which
    may be necessary or desirable to complete and execute any such Form 3, 4,
    or 5, complete and execute any amendment or amendments thereto, and timely
    file such form with the SEC and any securities exchange or similar
    authority; and

4.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned also ratifies hereby any
action previously taken by each attorney-in-fact that would have been
authorized by this power of attorney if it has been in effect at the time such
action was taken. The undersigned acknowledges that each attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of December 26, 2022.

                                   GNI HONG KONG LIMITED


                                   By: /s/ Ying Luo
                                       ---------------------------------------
                                   Name: Ying Luo
                                   Title: Director and President