8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2022

CATALYST BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51173	56-2020050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

611 Gateway Blvd, Suite 710, South San Francisco, CA 94080

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CBIO	Nasdaq

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. ☐

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.

This Amendment No. 1 to the Original Form 8-K amends and supplements the Original Form 8-K solely to amend and restate Item 9.01 to the Original Form 8-K to file the pro forma financial information as Exhibit 99.2, to add Exhibit 99.2 to the exhibit list and to include a hyperlink to such Exhibit 99.2. Such pro forma financial information was inadvertently included in the Original Form 8-K as part of Exhibit 99.1 thereto.

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 No.	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

EX-99.2

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.

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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
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
Total assets	$	40,274		$	57,000		$	97,274
Liabilities and stockholders’ equity
Current liabilities:
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
Total liabilities		13,190			—			13,190
Stockholders’ equity:
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	)
Total stockholders’ equity		27,084			57,500			84,084
Total liabilities and stockholders’ equity	$	40,274			57,500		$	97,274

See notes to unaudited pro forma condensed consolidated financial statements.

3

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)		—
License and collaboration revenue		7,338			(7,338	)		—
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	)
Total operating expenses		95,232			(88,801	)		6,931
Loss from operations		(87,894	)		81,463			(6,931	)
Interest and other income, net		(39	)		—			(39	)
Net loss and comprehensive loss	$	(87,933	)	$	81,463		$	(6,970	)
Net loss per share attributable to common stockholders, basic and diluted	$	(2.87	)				$	(0.23	)
Shares used to compute net loss per share attributable to common stockholders, basic and diluted		30,640,977						30,640,977

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)		—
License and collaboration revenue		794			(794	)		—
Operating expenses:
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
Total operating expenses		15,495			(4,410	)		11,085
Loss from operations		(14,701	)		3,616			(11,085	)
Interest and other income, net		165			—			165
Net loss and comprehensive loss	$	(14,536	)	$	3,616		$	(10,920	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.46	)				$	(0.35	)
Shares used to compute net loss per share attributable to common stockholders, basic and diluted		31,456,090						31,456,090

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.

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XML

Document and Entity Information	May 19, 2022
Cover [Abstract]
Amendment Flag	true
Entity Central Index Key	0001124105
Document Type	8-K/A
Document Period End Date	May 19, 2022
Entity Registrant Name	CATALYST BIOSCIENCES, INC.
Entity Incorporation State Country Code	DE
Entity File Number	000-51173
Entity Tax Identification Number	56-2020050
Entity Address, Address Line One	611 Gateway Blvd
Entity Address, Address Line Two	Suite 710
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(650)
Local Phone Number	871-0761
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	CBIO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	This Amendment No. 1 to the Original Form 8-K amends and supplements the Original Form 8-K solely to amend and restate Item 9.01 to the Original Form 8-K to file the pro forma financial information as Exhibit 99.2, to add Exhibit 99.2 to the exhibit list and to include a hyperlink to such Exhibit 99.2. Such pro forma financial information was inadvertently included in the Original Form 8-K as part of Exhibit 99.1 thereto.