Catalyst Biosciences Announces Plan to Distribute Cash to Stockholders
June 29 2022 - 7:00AM
Catalyst Biosciences, Inc. (NASDAQ: CBIO) (the “Company” or “we”)
today announced its intention to distribute cash to the Company’s
stockholders through one or more distributions. The intention of
the Company’s Board of Directors (the “Board”) is to maximize the
size of the total distribution after satisfying or reserving for
Company obligations, and to complete the distribution as soon as
practicable. The Board currently expects the total amount of cash
to be distributed to stockholders to be as much as $65 million,
depending upon several factors, including pending stockholder
litigation.
“After careful deliberation by the Board and constructive
engagement with several of the Company’s largest investors, I am
pleased to announce that we are planning to distribute cash to
stockholders,” said Nassim Usman, Ph.D., Chief Executive Officer of
Catalyst Biosciences. “This follows our recently completed sale of
a portion of our product portfolio for up to $60 million in cash,
$55 million upfront and $5 million in a 12-month hold-back, after a
thorough and competitive process with the assistance of independent
financial and legal advisors.”
Dr. Usman continued, “In addition, we have aggressively reduced
costs through headcount reductions, ceased all R&D activities,
terminated our lab lease and monetized lab and other equipment. We
now have six employees – enough to manage the orderly transfer of
the technology we sold, continue efforts to monetize the Company’s
remaining assets, and satisfy our public company reporting
obligations.”
The Company intends to make an initial distribution as soon as
the potential liability and expenses associated with the ongoing
Delaware Court of Chancery stockholder litigation and the contested
Annual Meeting of Stockholders initiated by one of the Company’s
stockholders, JDS1, LLC (“JDS1”), can be fully evaluated by the
Board.
Dr. Usman continued, “We call upon JDS1 to drop its lawsuit and
proxy contest so that we can distribute the first, sizable portion
of our cash to the Company’s stockholders expeditiously.
The Company continues to work with its independent advisors to
evaluate additional strategic opportunities, including licensing
and other asset sales to maximize and monetize the value of the
Company’s remaining assets. It is the Board’s intent to distribute
all available cash to stockholders after accounting for Company
obligations and contingent liabilities.
The Company expects that after the initial distribution, it will
continue to hold sufficient cash for future expenses to satisfy the
Company’s obligations and liabilities, meet indemnification and tax
obligations associated with the recent asset sale to Vertex
Pharmaceuticals, pay wind-down costs, and meet D&O insurance
policy requirements. The Company will make further distributions as
its liabilities and obligations become clear.
Stockholders do not need to take any action at this time. The
Company intends to provide further updates to stockholders as
developments warrant.
About Catalyst BiosciencesCatalyst is a
biotechnology company focused on protease therapeutics to address
unmet medical needs in disorders of the complement and coagulation
systems. After the transaction of its complement pipeline,
Catalyst’s product candidates consist of the coagulation related
assets marzeptacog alfa (activated) (“MarzAA”), dalcinonacog alfa
(“DalcA”), and CB 2679d-GT. MarzAA is a SQ administered next
generation engineered coagulation Factor VIIa (“FVIIa”) for the
treatment of episodic bleeding and prophylaxis in subjects with
rare bleeding disorders. DalcA is a next-generation SQ administered
FIX. CB 2679d-GT is an AAV-based gene therapy construct harboring
the DalcA sequence. Both MarzAA and DalcA have shown sustained
efficacy and safety in mid-stage clinical trials and are available
for partnering. CB 2679d-GT has obtained preclinical
proof-of-concept and is also available for partnering.
Additional Information and Where to Find
ItCatalyst Biosciences, Inc. (the “Company”) intends to
file a definitive proxy statement, accompanying WHITE proxy card
and other relevant documents with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies for the Company’s 2022 annual meeting of stockholders (the
“Annual Meeting”). BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY
STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will
be able to obtain a copy of the definitive proxy statement and
other documents filed by the Company with the SEC free of charge
from the SEC’s website at www.sec.gov. In addition, copies will be
available at no charge by selecting “Financials & Filings” in
the “Investors” tab of the Company’s website at
www.catalystbiosciences.com.
Certain Information Regarding Participants in the
SolicitationThe Company, its directors and certain of its
executive officers will be participants in the solicitation of
proxies from the Company’s stockholders in connection with the
Annual Meeting. The names of these directors and executive officers
and their respective direct and indirect interests, by security
holdings or otherwise, in the Company are set forth in the
Company’s Annual Report on Form 10-K/A filed with the SEC on May 2,
2022. To the extent holdings of such participants in the
Company’s securities have changed since the amounts described in
the Form 10-K/A, such changes have been reflected on Initial
Statement of Beneficial Ownership of Securities (Form 3) or
Statements of Changes in Beneficial Ownership (Form 4) filed with
the SEC. Details concerning the nominees of the Company’s Board for
election at the Annual Meeting will be included in the definitive
proxy statement.
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the matters noticed for the Annual Meeting.
Forward-Looking StatementsThis press release
contains forward-looking statements that involve substantial risks
and uncertainties. Forward-looking statements include, without
limitation, those regarding the amount and timing of planned cash
distributions, potential uses of and markets for MarzAA, DalcAA and
CB 2679-GT, and Catalyst’s plans to continue to explore strategic
alternatives. Actual results or events could differ materially from
the plans, intentions, expectations, and projections disclosed in
the forward-looking statements. Various important factors could
cause actual results or events to differ materially, including, but
not limited to, the risks that Catalyst’s obligations and
liabilities will be greater than currently anticipated, that the
pending litigation and anticipated proxy contest with JDS1 will not
be resolved in a timely manner and the expenses associated with
that litigation will be greater than anticipated, that Catalyst
will not be able to identify strategic partners interested in
MarzAA, DalcAA, CB 2679-GT or any other transaction with the
Company, and other risks described in the "Risk Factors" section of
the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the "SEC") on March 31, 2022, the
Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022,
and in other filings filed from time to time with the SEC. The
Company does not assume any obligation to update any
forward-looking statements, except as required by law.
Contact InformationTrisha ColtonCatalyst
Biosciences, Inc.investors@catbio.com
Catalyst Biosciences (NASDAQ:CBIO)
Historical Stock Chart
From Apr 2024 to May 2024
Catalyst Biosciences (NASDAQ:CBIO)
Historical Stock Chart
From May 2023 to May 2024