UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from toCommission file number: 000-51173

Catalyst Biosciences, Inc.(Exact Name of Registrant as Specified in its Charter)

|                                          |                     |
|------------------------------------------|---------------------|
| Delaware                                 | 56-2020050          |
| (State or other jurisdiction of          | (I.R.S. Employer    |
| Incorporation or Organization)           | Identification No.) |
|                                     |                |
| 611 Gateway Blvd. Suite 710              |                |
| South San Francisco, California          | 94080               |
| (Address of principal executive offices) | (Zip Code)          |

 

(650) 871-0761(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

|                                          |                                      |
|------------------------------------------|--------------------------------------|
| Title of each class                      | Name of exchange on which registered |
| Common stock, par value $0.001 per share | The Nasdaq Capital Market            |

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of the Exchange Act.

|                         |         |                           |         |
|-------------------------|---------|---------------------------|---------|
| Large accelerated filer | ☐ | Accelerated filer         | ☒ |
| Non-accelerated filer   | ☐ | Smaller reporting company | ☒ |
|                    |    | 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of March 4, 2019 was 11,970,042. The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2018, was $137,450,357.

 

 

 

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EXPLANATORY NOTE

Catalyst Biosciences, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission (“SEC”) on March 8, 2019. The purpose of this Amendment is to refile Exhibit 10.16(b), which was originally filed with the Form 10-K, in connection with the transition to the new requirements set forth in Item 601(b) of Regulation S-K permitting registrants to omit immaterial and competitively harmful confidential information from material contracts filed pursuant to Item 601(b)(10) without the need to submit a confidential treatment request to the SEC.  The Company has also withdrawn its confidential treatment request for Exhibit 10.16(b).

This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.

This Amendment is an exhibit-only filing. Except for the changes to Exhibit 10.16(b), this Amendment does not otherwise update any exhibits as originally filed or previously amended.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits 31.3 and 31.4 to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

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PART IV

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are included as part of the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the SEC on March 8, 2019 (the "Form 10-K"):

1.Consolidated Financial Statements

See Index to Consolidated Financial Statements in Item 8 of the Form 10-K.

2.Consolidated Financial Statement Schedules

See index to Consolidated Financial Statements in Item 8 of the Form 10‐K.

3.EXHIBITS

(b) See LIST OF EXHIBITS

Item 16.FORM 10-K SUMMARY 

None.

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LIST OF EXHIBITS

|        |   |                                                                                                                                                                               |   | Incorporated by reference |   | Filed or furnished herewith

herewith |        |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|---------------------------------------|--------|
| Exhibit No. |   | Exhibit title                                                                                                                                                                      |   | Form                      |   | File No.                              |   | Exhibit No. |   | Filing date |   |   |
| 2.1(a)      |   | Agreement and Plan of Merger dated as of March 5, 2015, by and among Targacept, Catalyst Biosciences, Inc. and Talos Merger Sub, Inc.                                         |   | 8-K                       |   | 000-51173                             |   | 2.1 |   | Mar. 6, 2015 |   |   |  |
| 2.1(b)      |   | Amendment No. 1 to Agreement and Plan of Merger by and among Targacept, Talos Merger Sub, Inc., and Catalyst dated May 6, 2015                                                |   | 8-K                       |   | 000-51173                             |   | 10.1 |   | May 12, 2015 |   |   |  |
| 2.1(c)      |   | Amendment No. 2 to Agreement and Plan of Merger by and among Targacept, Talos Merger Sub, Inc., and Catalyst dated May 13, 2015                                               |   | 8-K                       |   | 000-51173                             |   | 10.1 |   | May 14, 2015 |   |   |  |
| 3.1         |   | Fourth Amended and Restated Certificate of Incorporation of the Company                                                                                                            |   | S-8                       |   | 333-133881                            |   | 4.1 |   | May 8, 2006 |   |   |  |
| 3.2         |   | Certificate of Amendment to Fourth the Amended and Restated Certificate of Incorporation of the Company                                                                            |   | 8-K                       |   | 000-51173                             |   | 3.1 |   | Aug. 20, 2015 |   |   |  |
| 3.3         |   | Second Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company                                                                     |   | 8-K                       |   | 000-51173                             |   | 3.1 |   | Feb. 10, 2017 |   |   |  |
| 3.4         |   | Bylaws of the Company, as amended                                                                                                                                                  |   | 8-K                       |   | 000-51173                             |   | 3.1 |   | Mar. 6, 2015 |   |   |  |
| 3.5         |   | Certificate of Designation of Preferences, Rights and Limitations, filed with the Delaware Secretary of State on April 10, 2017, with respect to the Series A Preferred Stock |   | 8-K                       |   | 000-51173                             |   | 3.1 |   | Apr. 13, 2017 |   |   |  |
| 4.1         |   | Form of Indenture by and between Targacept, Inc. and American Stock Transfer and Trust Company, LLC                                                                           |   | S-4                       |   | 333-204423                            |   | Annex G |   | May 22, 2015 |   |   |  |
| 4.2         |   | Form of Global Security                                                                                                                                                       |   | S-4                       |   | 333-204423                            |   | Annex G |   | May 22, 2015) |   |   |  |
| 4.3         |   | Warrant to Purchase Stock of Catalyst Biosciences, Inc., issued to Silicon Valley Bank on March 3, 2005                                                                       |   | 10-K                      |   | 000-51173                             |   | 4.3 |   | Mar. 9, 2016 |   |   |  |
| 4.4         |   | Form of Warrant to Purchase Stock of Catalyst Biosciences, Inc., issued to purchasers of Series E Preferred Stock                                                             |   | 10-K                      |   | 000-51173                             |   | 4.4 |   | Mar. 9, 2016 |   |   |  |

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|        |   |                                                                                                                                               |   | Incorporated by reference |   | Filed or furnished herewith

herewith |        |
|-------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|---------------------------------------|--------|
| Exhibit No. |   | Exhibit title                                                                                                                                      |   | Form                      |   | File No.                              |   | Exhibit No. |   | Filing date |   |   |
| 4.5         |   | Form of Warrant to Purchase Stock of Catalyst Biosciences, Inc., issued to purchasers of convertible promissory notes                         |   | 10-K                      |   | 000-51173                             |   | 4.5 |   | Mar. 9, 2016 |   |   |  |
| 4.6         |   | Form of Indenture                                                                                                                             |   | S-3                       |   | 333-222644                            |   | 4.5 |   | Jan. 22, 2018 |   |   |  |
| 4.7         |   | Form of Warrant to be Issued in Offering                                                                                                      |   | S-1/A                     |   | 333-21663                             |   | 4.5 |   | Apr. 4, 2017 |   |   |  |
| 4.8         |   | Form of Indenture                                                                                                                             |   | S-3                       |   | 333-228970                            |   | 4.5 |   | Dec. 21, 2018 |   |   |  |
| 10.1**      |   | Catalyst Biosciences, Inc. (formerly Targacept, Inc.) 2015 Stock Incentive Plan (as Amended and Restated Effective June 9, 2016)              |   | DEF 14A                   |   | 000-51173                             |   | Appendix A |   | Apr. 25, 2016 |   |   |  |
| 10.2**      |   | Catalyst Biosciences, Inc. 2016 Inducement Stock Incentive Plan                                                                                    |   | 8-K                       |   | 000-51173                             |   | 10.1 |   | Apr. 20, 2016 |   |   |  |
| 10.3**      |   | Catalyst’s 2004 Stock Plan                                                                                                                   |   | S-4                       |   | 333-204423                            |   | 10.31(a) |   | May 22, 2015 |   |   |  |
| 10.4**      |   | Form of Incentive Stock Option Award Notice                                                                                                   |   | 8-K                       |   | 000-51173                             |   | 10.1 |   | July 14, 2017 |   |   |  |
| 10.5**      |   | Form of Non-qualified Stock Option Award Notice                                                                                               |   | 8-K                       |   | 000-51173                             |   | 10.2 |   | July 14, 2017 |   |   |  |
| 10.6**      |   | Catalyst Biosciences, Inc. 2018 Omnibus Incentive Plan                                                                                             |   | DEF 14A                   |   | 000-51173                             |   | Appendix A |   | May 11, 2018 |   |   |  |
| 10.7**      |   | Catalyst Biosciences, Inc. 2018 Employee Stock Purchase Plan                                                                                       |   | DEF 14A                   |   | 000-51173                             |   | Appendix B |   | May 11, 2018 |   |   |  |
| 10.8**      |   | Form of Stock Option Award Agreement                                                                                                               |   | DEF 14A                   |   | 000-51173                             |   | Appendix C |   | May 11, 2018 |   |   |  |
| 10.9**      |   | Amended and Restated Employment Agreement, dated as of August 28, 2018, by and between Catalyst Biosciences, Inc. and Dr. Nassim Usman, Ph.D. |   | 8-K                       |   | 000-51173                             |   | 10.1 |   | Aug. 31, 2018 |   |   |  |
| 10.10**     |   | Amended and Restated Employment Agreement, dated as of August 30, 2018, by and between Catalyst Biosciences, Inc. and Fletcher Payne          |   | 8-K                       |   | 000-51173                             |   | 10.3 |   | Aug. 31, 2018 |   |   |  |

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|        |   |                                                                                                                                                                                                             |   | Incorporated by reference |   | Filed or furnished herewith

herewith |        |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|---------------------------------------|--------|
| Exhibit No. |   | Exhibit title                                                                                                                                                                                                    |   | Form                      |   | File No.                              |   | Exhibit No. |   | Filing date |   |   |
| 10.11**     |   | Amended and Restated Employment Agreement, dated as of August 29, 2018, by and between Catalyst Biosciences, Inc. and Dr. Howard Levy, M.B.B.Ch., Ph.D., M.M.M.                                             |   | 8-K                       |   | 000-51173                             |   | 10.2 |   | Aug. 31, 2018 |   |   |  |
| 10.12**     |   | Nonqualified Stock Option Agreement, dated December 3, 2012, by and between the Company and Stephen A. Hill                                                                                                 |   | S-8                       |   | 333-185888                            |   | 99.1 |   | Jan. 4, 2013 |   |   |  |
| 10.13**     |   | Form of Indemnification Agreement between the Company and each of its directors and members of executive management, other than the Indemnification Agreement by and between the Company and Fletcher Payne |   | 10-K                      |   | 000-51173                             |   | 10.14 |   | Mar. 8, 2017 |   |   |  |
| 10.14**     |   | Indemnification Agreement, dated January 14, 2015, by and between the Company and Fletcher Payne                                                                                                            |   | S-4                       |   | 333-204423                            |   | 10.33 |   | May 22, 2015 |   |   |  |
| 10.15(a)**  |   | Stock Option Agreement-Early Exercise, No. 427, dated January 22, 2015, by and between Catalyst and Fletcher Payne                                                                                          |   | S-4                       |   | 333-204423                            |   | 10.40(a) |   | May 22, 2015 |   |   |  |
| 10.15(b)**  |   | Stock Option Agreement-Early Exercise, No. 428, dated January 22, 2015, by and between Catalyst and Fletcher Payne                                                                                          |   | S-4                       |   | 333-204423                            |   | 10.40(b) |   | May 22, 2015 |   |   |  |
| 10.15(c)**  |   | Stock Option Agreement-Early Exercise, No. 429, dated May 8, 2015, by and between Catalyst and Fletcher Payne                                                                                               |   | S-4                       |   | 333-204423                            |   | 10.40(c) |   | May 22, 2015 |   |   |  |
| 10.16(a)+   |   | License and Collaboration Agreement, dated September 16, 2013, by and between Catalyst and ISU Abxis                                                                                                        |   | S-4                       |   | 333-204423                            |   | 10.30(a) |   | May 22, 2015 |   |   |  |
| 10.16(b)++  |   | Amended and Restated License Agreement, dated December 17, 2018, by and between Catalyst and ISU Abxis                                                                                                      |   |                      |   | 000-51173                             |   |   |   |   |   | X |  |
| 10.17+      |   | Development and Manufacturing Services Agreement, by and between CMC ICOS Biologics, Inc. and the Company, dated as of May 20, 2016                                                                         |   | 10-Q                      |   | 000-51173                             |   | 10.1 |   | Aug. 4, 2016 |   |   |  |

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|        |   |                                                                                                                                                                                                             |   | Incorporated by reference |   | Filed or furnished herewith

herewith |        |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|---------------------------------------|--------|
| Exhibit No. |   | Exhibit title                                                                                                                                                                                                    |   | Form                      |   | File No.                              |   | Exhibit No. |   | Filing date |   |   |
| 10.18+      |   | Termination Agreement, dated December 8, 2016, between the Company and Wyeth LLC, a wholly-owned subsidiary of Pfizer Inc.                                                                                  |   | 10-K                      |   | 000-51173                             |   | 10.16 |   | Mar. 8, 2017 |   |   |  |
| 10.19       |   | Capital on DemandTM Sales Agreement, dated March 16, 2016, by and between the Company and JonesTrading Institutional Services LLC                                                                           |   | S-3                       |   | 333-210248                            |   | 1.1 |   | Mar. 16, 2016 |   |   |  |
| 10.20       |   | Sublease Agreement, dated February 23, 2015, by and between Catalyst Biosciences, Inc. and Reset Therapeutics, Inc.                                                                                         |   | S-4                       |   | 333-204423                            |   | 10.29 |   | May 22, 2015 |   |   |  |
| 10.21(a)    |   | Lease Agreement, dated November 8, 2017 by and between BXP 611 Gateway Center, LP and the Company                                                                                                           |   | 8-K                       |   | 000-51173                             |   | 10.1 |   | Nov. 17, 2017 |   |   |  |
| 10.21(b)    |   | First Amendment to Office Lease, dated as of August 9, 2018, by and between BXP 611 Gateway Center, LP and the Company                                                                                      |   | 8-K                       |   | 000-51173                             |   | 10.1 |   | Aug. 15, 2018 |   |   |  |
| 21.1        |   | List of subsidiaries of the Company                                                                                                                                                                              |   | 10-K                      |   | 000-51173                             |   | 21.1 |   | Mar. 9, 2016 |   |   |  |
| 23.1        |   | Consent of EisnerAmper LLP, Independent Registered Public Accounting Firm                                                                                                                                        |   | 10-K                      |   | 000-51173                             |   | 23.1 |   | Mar. 8, 2019 |   |   |  |
| 24.1        |   | Power of Attorney                                                                                                                                                                                                |   | 10-K                      |   | 000-51173                             |   | 24.1 |   | Mar. 8, 2019 |   |   |  |
| 31.1        |   | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |   | 10-K                      |   | 000-51173                             |   | 31.1 |   | Mar. 8, 2019 |   |   |  |
| 31.2        |   | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |   | 10-K                      |   | 000-51173                             |   | 31.2 |   | Mar. 8, 2019 |   |   |  |

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|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Incorporated by reference |   | Filed or furnished herewith

herewith |        |
|-------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|---------------------------------------|--------|
| Exhibit No. |   | Exhibit title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | Form                      |   | File No.                              |   | Exhibit No. |   | Filing date |   |   |
| 31.3        |   | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the 

Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                      |   |                                  |   |   |   |   |   | X |  |
| 31.4        |   | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                      |   |                                  |   |   |   |   |   | X |  |
| 32.1        |   | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 10-K                      |   |                                  |   | 32.1 |   | Mar. 8, 2019 |   |   |  |
| 32.2        |   | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 10-K                      |   |                                  |   | 32.1 |   | Mar. 8, 2019 |   |   |  |
| 101         |   | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2018 and December 31, 2017; (ii) the Consolidated Statement of Operations for the years ended December 31, 2018, 2017 and 2016; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016; (iv) the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit as of December 31, 2018; (v) the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2018, 2017 and 2016; and (vi) the Notes to Consolidated Financial Statements |   | 10-K                      |   |                                  |   | 101 |   | Mar. 8, 2019 |   |   |  |

| ** | Denotes management contract, compensatory plan or arrangement. |
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| + | Confidential treatment has been granted with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the SEC as part of an application for confidential treatment. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

++  Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                      |                                              |
|----------------------|----------------------------------------------|
|                 | CATALYST BIOSCIENCES, INC.                   |
|                 | (Registrant)                                 |
| Date: April 26, 2019 | /s/ Nassim Usman                             |
|                 | Nassim Usman, Ph.D.                          |
|                 | President and Chief Executive Officer        |
|                 | (Principal Executive Officer)                |
| Date: April 26, 2019 | /s/ Fletcher Payne                           |
|                 | Fletcher Payne                               |
|                 | Chief Financial Officer                      |
|                 | (Principal Financial and Accounting Officer) |

 

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