UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): August 18, 2022

(Exact name of registrant as specified in its charter)

 

611 Gateway Blvd, Suite 710, South San Francisco, CA 94080

(Address of principal executive offices)

 

(650) 871-0761

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

 

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. ☐

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On August 18, 2022 (the “Effective Date”), Catalyst Biosciences, Inc. (the “Company”) entered into an Agreement (the “Agreement”), with JDS1, LLC (“JDS1”), CCUR Holdings, Inc., CIDM II, LLC, Julian D. Singer, David S. Oros (collectively, the “Investor Group Parties”) and Karen S. Singer and Gary A. Singer (collectively, with the Investor Group Parties, the “Investors”). As of the date of the Agreement, the Investor Group Parties collectively beneficially owned an aggregate of 2,636,042 shares, or approximately 8.4%, of outstanding common stock. Under the Agreement, JDS1 dismissed with prejudice its lawsuits captioned JDS1, LLC v. Catalyst Biosciences, Inc., C.A. No. 2022-0350-KSJM (Del. Ch.) and JDS1, LLC v. Catalyst Biosciences, Inc., et al., C.A. No. 2022-0515-KSJM (Del. Ch.) and, following dismissal of the lawsuits, the Company reimbursed JDS1 for its legal and other expenses related to the litigation and JDS1’s involvement with the Company in the amount of $400,000. In addition, the Investors agreed to customary standstill provisions while all parties agreed to customary representations and warranties, restrictions on bringing litigation against other parties during the standstill period, and a general release of claims.  During the standstill period, each of the Investors also agreed to vote all of the Company’s shares beneficially owned by such Investor and its affiliate in favor of the election of any director nominee nominated by the Company’s Board of Directors.

 

A copy of the Agreement is included as Exhibit 99.1. The foregoing description of the Agreement is not purported to be complete and qualified in its entirety by reference to the full text of the Agreement, which is incorporated herein by reference.

 

 

(d)  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.

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