Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On April 4, 2023, Catalyst Biosciences, Inc. (the "Company" or "Catalyst")
received a written notice (the "Notice") from the Listing Qualifications
Department of The Nasdaq Stock Market ("Nasdaq") indicating that the Company was
not in compliance with the $2,500,000 minimum stockholders' equity requirement
set forth in Nasdaq Listing Rule 5550(b)(1) for continued listing on Nasdaq.
Further, the Notice states that the Company does not meet the alternatives of
market value of listed securities or net income from continuing operations.
Under the Nasdaq rules, the Company has 45 calendar days to submit to Nasdaq a
plan to regain compliance. If Nasdaq accepts the plan, it can grant an extension
of up to 180 calendar days from April 4, 2023 to evidence compliance. The
Company plans to submit a plan to regain compliance within the specified time
period.
There can be no assurance that the Company will be successful in regaining
compliance with all applicable requirements for continued listing on Nasdaq. As
previously announced, Catalyst, GNI USA, Inc., a Delaware corporation, GNI Group
Ltd., a company incorporated under the laws of Japan with limited liability, GNI
Hong Kong Limited, a company incorporated under the laws of Hong Kong with
limited liability, Shanghai Genomics, Inc., a company organized under the laws
of the People's Republic of China (collectively the "Contributors"), the
individuals listed on Annex A thereto (the "Minority Holders") and Continent
Pharmaceuticals Inc., a Cayman Islands company limited by shares (the "CPI"),
entered into the Business Combination Agreement on December 26, 2022, as amended
on March 29, 2023 (the ''Business Combination Agreement''). Maintaining
Catalyst's Nasdaq listing is one of the closing conditions to the transaction
under the Business Combination Agreement. As such, the Company's delisting from
Nasdaq could result in the termination or delayed completion of the transaction
contemplated by the Business Combination Agreement, along with the attendant
termination fees, costs, or loss of benefits thereunder. In addition, the
delisting of the common stock from a national exchange could materially
adversely affect the Company's access to capital markets, and any limitation on
market liquidity or reduction in the price of the common stock as a result of
that delisting could adversely affect the Company's ability to raise capital on
terms acceptable to the Company, or at all.
Forward-Looking Statements
Statements contained in this Current Report on Form 8-K regarding matters that
are not historical facts are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include
Catalyst's plans to submit a plan to Nasdaq to regain compliance with Nasdaq
listing requirements and the potential that Catalyst will regain compliance.
Because such statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking
statements. Risks are described more fully in the Company's filings with the
Securities and Exchange Commission, including, without limitation, the Company's
most recent Annual Report on Form 10-K and other documents subsequently filed
with or furnished to the Securities and Exchange Commission. All forward-looking
statements contained in this Current Report on Form 8-K speak only as of the
date on which they were made. The Company undertakes no obligation to update
such statements to reflect events that occur or circumstances that exist after
the date on which they were made.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to be, and does not constitute,
an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public offer will
not be made directly or indirectly, in or into any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction, or by use of the
mails or by any means or instrumentality (including without limitation,
facsimile transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any such
jurisdiction.
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Important Additional Information Will be Filed with the SEC
In connection with the proposed transactions between Catalyst, the Contributors,
the Minority Holders and CPI, Catalyst intends to file relevant materials with
the U.S. Securities and Exchange Commission (the "SEC"), including a proxy
statement and registration statement on Form S-3 that will contain a prospectus
of Catalyst. CATALYST URGES ITS INVESTORS AND STOCKHOLDERS TO READ THESE
MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CATALYST, CPI, THE PROPOSED
TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to
obtain free copies of the proxy statement and prospectus and other documents
filed by Catalyst with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. In addition, investors and stockholders
will be able to obtain free copies of the proxy statement and prospectus and
other documents filed by Catalyst with the SEC by contacting Catalyst
Biosciences, Inc. at 611 Gateway Blvd. Suite 120, South San Francisco,
California 94080. Investors and stockholders are urged to read the proxy
statement and prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to the
proposed transactions.
Participants in the Solicitation
Catalyst, the Contributors, the Minority Holders, the entities held by the
Minority Holders, and CPI, and their respective directors and executive officers
may be considered participants in the solicitation of proxies in connection with
the proposed transactions. Information about Catalyst's directors and executive
officers is included in Catalyst's most recent Annual Report on Form 10-K,
including any information incorporated therein by reference, as filed with the
SEC, the preliminary proxy statement for Catalyst's 2023 special meeting of
stockholders filed with the SEC on March 30, 2023, and Catalyst's Form 8-K filed
with the SEC on December 27, 2022. Additional information regarding the persons
who may be deemed participants in the solicitation of proxies will be included
in the proxy statement and prospectus relating to the proposed transactions when
it is filed with the SEC. These documents can be obtained free of charge from
the sources indicated above.
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