As filed with the Securities and Exchange Commission on JulyOctober 24, 2023
Registration No. 333- 333-273395
Delaware (State or other jurisdiction of incorporation or organization) | | | 56-2020050 (I.R.S. Employer Identification Number) |
Stephen Thau David Schwartz Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019 (212) 506-5000 | | | Ryan A. Murr Branden C. Berns Gibson, Dunn & Crutcher LLP 555 Mission Street, Suite 3000 San Francisco, CA 94105 (415) 393-8200 |
Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Emerging growth company ☐ |
| | | | | | Smaller reporting company ☒ |
(i) | 6,266,521 shares of Common Stock beneficially owned by GNI USA, Inc., a Delaware corporation (“GNI USA”), previously issued to GNI Group |
(ii) | 123,400,000 shares of Common Stock issuable upon conversion of 12,340 shares of Convertible Preferred Stock beneficially owned by GNI USA, previously issued to GNI |
(iii) | 953,821,796 shares of Common Stock issuable to GNI USA pursuant to the Business Combination Agreement, dated December 26, 2022 (the “Business Combination Agreement”), by and among the Company, GNI USA, the individuals listed on Annex A thereto (the “Minority Holders”) and other parties thereto; and |
(iv) | 156,954,428 shares of Common Stock to be issued to the Minority Holders pursuant to the Business Combination Agreement. |
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 30, 2023 (and any portions of |
• | our Quarterly |
• | our Current Reports on Form 8-K as filed with the SEC on January 19, 2023, March 2, 2023, March 30, 2023, April 7, 2023, May 5, 2023, |
• |
• | the Description of Catalyst Capital Stock section contained in |
| | Beneficial Ownership Prior to the Date of this Prospectus | | | Beneficial Ownership Assuming the Sale of All Shares registered pursuant to this Prospectus | |||||||
Name | | | Number of Shares Beneficially Owned Following Conversion(1) | | | Percent of Outstanding Common Stock(2) | | | Number of Shares | | | Percent of Outstanding Common Stock |
GNI USA(3) | | | 1,083,488,317 | | | 85.17% | | | 0 | | | 0% |
Ping Lan(4) | | | 42,605,648 | | | 3.35% | | | 0 | | | 0% |
Hui Sun(5) | | | 34,084,519 | | | 2.68% | | | 0 | | | 0% |
Yueying Zhu(6) | | | 44,137,006 | | | 3.47% | | | 0 | | | 0% |
Arthur Xin-bin Cheng(7) | | | 36,127,255 | | | 2.84% | | | 0 | | | 0% |
| | Beneficial Ownership Prior to the Date of this Prospectus | | | Beneficial Ownership Assuming the Sale of All Shares registered pursuant to this Prospectus | |||||||
Name | | | Number of Shares Beneficially Owned Following Conversion(1) | | | Percent of Outstanding Common Stock(2) | | | Number of Shares | | | Percent of Outstanding Common Stock |
GNI USA(3) | | | 1,083,488,317 | | | 85.17% | | | 0 | | | 0% |
Ping Lan(4) | | | 42,605,648 | | | 3.35% | | | 0 | | | 0% |
Hui Sun(5) | | | 34,084,519 | | | 2.68% | | | 0 | | | 0% |
Yueying Zhu(6) | | | 44,137,006 | | | 3.47% | | | 0 | | | 0% |
Arthur Xin-bin Cheng(7) | | | 36,127,255 | | | 2.84% | | | 0 | | | 0% |
(1) | One share of Convertible Preferred Stock converts into 10,000 shares of Common Stock. |
(2) | Based upon 1,272,151,116 shares of Common Stock outstanding assuming the conversion of all shares of Convertible Preferred Stock that a Selling Stockholder beneficially owns into shares of Common Stock. |
(3) | GNI USA, through entities affiliated with GNI Japan, is a wholly-owned subsidiary of GNI Japan. By virtue of such relationship, GNI Japan may be deemed to have voting and investment power with respect to the shares held by GNI USA. Ying Luo, Ph.D. is a director, representative executive officer, president and chief executive officer and executive committee member of GNI Japan and may be deemed to share voting and dispositive power over the shares held of record by GNI USA. The business address for GNI USA is 12730 High Bluff Drive, Suite 250, San Diego, California 92130. The address for GNI Japan and Ying Luo, Ph.D. is c/o GNI Group Ltd., Nihonbashi-Honcho YS Bldg. 3rd Floor 2-2-2 Nihonbashi-Honcho, Chuo-ku, 103-0023 Tokyo, Japan. |
(4) | The business address for Ping Lan is c/o Beijing Continent Pharmaceuticals Co., Ltd, Room 320507-320509, Building 5, Wangjing SOHO Tower, Yard 1, Futong East Street, Chaoyang District, Beijing, PRC. |
(5) | The business address for Hui Sun is c/o Beijing Continent Pharmaceuticals Co., Ltd, Room 320507-320509, Building 5, Wangjing SOHO Tower, Yard 1, Futong East Street, Chaoyang District, Beijing, PRC. |
(6) | The business address for Yueying Zhu is c/o Beijing Continent Pharmaceuticals Co., Ltd, Room 320507-320509, Building 5, Wangjing SOHO Tower, Yard 1, Futong East Street, Chaoyang District, Beijing, PRC. |
(7) | The business address for Arthur Xin-bin Cheng is c/o Beijing Continent Pharmaceuticals Co., Ltd, Room 320507-320509, Building 5, Wangjing SOHO Tower, Yard 1, Futong East Street, Chaoyang District, Beijing, PRC. |
ITEM 14. | Other Expenses of Issuance and Distributions. |
Registration fee – Securities and Exchange Commission | | | $57,152.93 |
Printing and engraving expenses | | | * |
Legal fees and expenses | | | * |
Accounting fees and expenses | | | * |
Transfer agent fees and expenses | | | * |
Miscellaneous | | | |
Total | | | * |
* | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
ITEM 15. | Indemnification of Directors and Officers. |
ITEM 16. | Exhibits. |
| | | | Incorporated by reference herein | | | |||||||||||||||
Exhibit No. | | | Description | | | Form | | | File No. | | | Filing Date | | | Filed Herewith | ||||||
| | Asset Purchase Agreement, dated December 26, 2022, by and among Catalyst Biosciences, Inc., GNI | | | 8-K | | | 000-51173 | | | December 27, 2022 | | | ||||||||
| | Agreement and Amendment to Asset Purchase Agreement, dated as of March 29, 2023, by and among Catalyst, GNI | | | 8-K | | | 000-51173 | | | March 30, 2023 | | | ||||||||
| | Business Combination Agreement, dated December 26, 2022, by and among Catalyst Biosciences, Inc., GNI USA, Inc., GNI | | | 8-K | | | 000-51173 | | | December 27, 2022 | | | ||||||||
| | Amendment to Business Combination Agreement, dated as of March 29, 2023, by and among Catalyst, GNI USA, GNI | | | 8-K | | | 000-51173 | | | March 30, 2023 | | | ||||||||
| | Second Amendment to Business Combination Agreement, dated as of August 30, 2023, by and among Catalyst, GNI USA, GNI Japan, GNI Hong Kong Limited, Shanghai Genomics Inc. and CPI. | | | 8-K | | | 000-51173 | | | August 31, 2023 | | | ||||||||
| | Contingent Value Rights Agreement, dated as of December 26, 2022, between Catalyst and American Stock Transfer & Trust Company, LLC | | | S-3 | | | 333-273395 | | | July 24, 2023 | | | ||||||||
| | Amendment to Contingent Value Rights Agreement, dated as of March 29, 2023, executed by Catalyst. | | | 8-K | | | 000-51173 | | | March 30, 2023 | | | ||||||||
| | Fourth Amended and Restated Certificate of Incorporation of the Registrant | | | S-8 | | | 333-133881 | | | May 8, 2006 | | |
| | | | Incorporated by reference herein | | | |||||||||
Exhibit No. | | | Description | | | Form | | | File No. | | | Filing Date | | | Filed Herewith |
| | Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Registrant | | | 8-K | | | 000-51173 | | | August 20, 2015 | | | ||
| | Second Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Registrant | | | 8-K | | | 000-51173 | | | February 10, 2017 | | |
| | Certificate of Designation of Series X Convertible Preferred Stock | | | 8-K | | | 000-51173 | | | December 27, 2022 | | | ||||||||
| | Certificate of Designation of Series Y Preferred Stock | | | 8-K | | | 000-51173 | | | June 20, 2023 | | | ||||||||
| | Certificate of Elimination for Catalyst’s Series Y Preferred Stock. | | | 8-K | | | 000-51173 | | | August 31, 2023 | | | ||||||||
| | Amended and Restated Bylaws of the Registrant | | | 8-K | | | 000-51173 | | | December 27, 2022 | | | ||||||||
| | Opinion | | | S-3/A | | | 333-273395 | | | October 13, 2023 | | | ||||||||
| | Consent of EisnerAmper LLP | | | | | | | | | X | ||||||||||
| | Consent of Ernst & Young Hua Ming LLP | | | | | | | | | X | ||||||||||
| | Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1) | | | S-3/A | | | 333-273395 | | | October 13, 2023 | | | ||||||||
| | Power of Attorney (contained in the signature page hereto) | | | S-3 | | | 333-273395 | | | July 24, 2023 | | | ||||||||
| | Filing Fee Table | | | S-3 | | | 333-273395 | | | July 24, 2023 | | |
ITEM 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Filing Fee Table” filed as an exhibit in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | If the registrant is relying on Rule 430B, |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference herein into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; |
(ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference herein into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference herein in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(6) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(7) | The undersigned registrant hereby undertakes that: in a registration statement permitted by Rule 430A, |
(i) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
(ii) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | Catalyst Biosciences, Inc. | |||||||
| | | | | | ||||
| | By: | | | /s/ Nassim Usman, Ph.D. | | | ||
| | | | Nassim Usman, Ph.D. | | | |||
| | | | President and Chief Executive Officer | | |
Signature | | | Title | | | Date |
| | | | |||
/s/ Nassim Usman, Ph.D. | | | President and Chief Executive Officer, Director (Principal Executive Officer) | | | |
Nassim Usman, Ph.D. | | |||||
| | | | |||
| | Interim Chief Financial Officer (Interim Principal Financial Officer and Principal Accounting Officer) | | | ||
Seline Miller | | |||||
| | | | |||
| | Chairman of the Board | | | ||
Ying Luo, Ph.D. | | |||||
| | | | |||
| | Director | | | ||
Augustine Lawlor | | |||||
| | | | |||
| | Director | | | ||
Thomas Eastling | | |||||
| | | | |||
| | Director | | | ||
Andrea Hunt | |
*By: | | | /s/ Nassim Usman, Ph.D. | | | |
| | Nassim Usman, Ph.D. | | | ||
| | Attorney-in-Fact | | |