As filed with the Securities and Exchange Commission on October 13,November 9, 2023
Registration No. 333-273395333-
Delaware (State or other jurisdiction of incorporation or organization) | | | 56-2020050 (I.R.S. Employer Identification Number) |
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 ☐ |
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| | | | | | Smaller reporting company ☒ |
(i) |
(ii) |
• | 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, June 20, 2023, |
• |
• | the Description of |
| | 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) | | | 65,087,220 | | | 76.3% | | | 64,005,887 | | | 75.0% |
(1) | One share of Convertible Preferred Stock converts into 10,000 shares of Common |
(2) | Based upon |
(3) | GNI USA, through entities affiliated with GNI |
ITEM 14. | Other Expenses of Issuance and Distributions. |
Registration fee – Securities and Exchange Commission | | | $ |
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 Biosciences, Inc., 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 Biosciences, Inc., 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 Biosciences, Inc., GNI USA, GNI | | | 8-K | | | 000-51173 | | | August 31, 2023 | | | ||
| | Contingent Value Rights Agreement, dated as of December 26, 2022, between Catalyst Biosciences, Inc. 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 | | | 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 | | | 8-K | | | 000-51173 | | | August 31, 2023 | | | ||||||||
| | Amended and Restated Bylaws of the Registrant | | | 8-K | | | 000-51173 | | | December 27, 2022 | | | ||||||||
| | Opinion and Consent of | | | | | | | | | X | ||||||||||
| | Securities Purchase Agreement by and among the Company and GNI USA, dated October 27, 2023 | | | 8-K | | | 000-51173 | | | October 30, 2023 | | | ||||||||
| | Consent of EisnerAmper LLP | | | | | | | | | X | ||||||||||
| | Consent of Ernst & Young Hua Ming LLP | | | | | | | | | X | ||||||||||
| | Consent of | | | | | | | | | X | ||||||||||
| | Power of Attorney (contained in the signature page hereto) | | | | | | | | | X | ||||||||||
| | Filing Fee Table | | | | | | | | | X |
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 |
(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. |
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| | By: | | | /s/ | ||||
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Signature | | | Title | | | Date |
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/s/ | | | (Principal Executive Officer) | | | |
Charles Wu, Ph.D. | | |||||
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/s/ Ruoyu Chen | | | Interim Chief Financial Officer (Principal Financial and Accounting Officer) | | | November 9, 2023 |
Ruoyu Chen | | |||||
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/s/ Ying Luo, Ph.D. | | | Chairman of the Board | | | November 9, 2023 |
Ying Luo, Ph.D. | | |||||
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/s/ Songjiang Ma | | | President, Director | | | November 9, 2023 |
Songjiang Ma | | |||||
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/s/ Gordon G. Carmichael | | | Director | | | November 9, 2023 |
Gordon G. Carmichael | | |||||
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/s/ Thomas Eastling | | | Director | | | November 9, 2023 |
Thomas Eastling | | |||||
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/s/ Renate Parry | | | Director | | | November 9, 2023 |
Renate Parry | | |||||
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/s/ Nassim Usman, Ph.D. | | | Director | | | November 9, 2023 |
Nassim Usman, Ph.D. | | |||||
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/s/ Han Ying, | ||||||
| | Director | | | ||
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