Current Report Filing (8-k)
June 30 2021 - 3:26PM
Edgar (US Regulatory)
0001454789
false
false
false
false
false
0001454789
2021-06-30
2021-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): June 30, 2021
Catabasis
Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
|
|
001-37467
|
|
26-3687168
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
100
High Street 28th Floor
|
|
|
Boston, Massachusetts
|
|
02110
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (617) 349-1971
(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 (see General Instruction
A.2. below):
|
¨
|
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, par value $0.001 per share
|
CATB
|
The Nasdaq Stock Market LLC
|
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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2021, Catabasis Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), entered into an Open Market Sale AgreementSM (the “Sales Agreement”)
with Jefferies LLC (“Jefferies”) pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value
per share, having an aggregate offering price of up to $25,000,000 from time to time through Jefferies as its sales agent.
Upon delivery of a placement notice and subject
to the terms and conditions of the Sales Agreement, Jefferies may sell the common stock by methods deemed to be an “at the market
offering” (the “Offering”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), including block transactions, sales made directly on or through The Nasdaq Global Select Market or
on any other existing trading market for the common stock and/or any other method permitted by law.
The Company will designate the maximum amount
of common stock to be sold through Jefferies in any placement under the Offering. Subject to the terms and conditions of the Sales Agreement,
Jefferies has agreed to use its commercially reasonable efforts to sell on the Company’s behalf all of the shares of common stock
requested to be sold by the Company. The Company may instruct Jefferies not to sell common stock if the sales cannot be effected at or
above a price designated by the Company in a placement notice. The Company or Jefferies may suspend the offering of the common stock being
made through Jefferies under the Sales Agreement upon proper notice to the other party. The Company and Jefferies each have the right,
by giving written notice as specified in the Sales Agreement, to terminate the sales agreement in each party’s sole discretion at
any time.
The Sales Agreement provides that Jefferies will
be entitled to aggregate compensation for its services equal to 3.0% of the gross sales price per share of all shares sold through Jefferies
under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement. The Company has agreed in the Sales
Agreement to provide indemnification and contribution to Jefferies against certain liabilities, including liabilities under the Securities
Act. In addition, the Company has agreed to reimburse certain legal expenses incurred by Jefferies in connection with execution of the
Sales Agreement in an amount up to $50,000, in addition to certain ongoing legal expenses.
The shares will be offered and sold pursuant to
the Company’s shelf registration statement on Form S-3 (File No. 333-231441). The Company filed a prospectus supplement
(the “Prospectus Supplement”), dated June 30, 2021, with the Securities and Exchange Commission in connection with the
offer and sale of the shares pursuant to the Sales Agreement. This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of such state.
The foregoing description of the material terms
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which
is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Wilmer Cutler Pickering Hale
and Dorr LLP, counsel to the Company, relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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.
|
CATABASIS PHARMACEUTICALS, INC.
|
|
|
|
Date: June 30, 2021
|
By:
|
/s/ Ben Harshbarger
|
|
|
Ben Harshbarger
Chief Legal Officer
|
Catabasis Pharmaceuticals (NASDAQ:CATB)
Historical Stock Chart
From Apr 2024 to May 2024
Catabasis Pharmaceuticals (NASDAQ:CATB)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about Catabasis Pharmaceuticals Inc (NASDAQ): 0 recent articles
More Catabasis Pharmaceuticals Inc News Articles