Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported, on November 2, 2022, Catalyst Biosciences, Inc., a
Delaware corporation (the "Company" or "Catalyst"), received a letter from the
Listing Qualifications Department of The Nasdaq Stock Market, LLC ("Nasdaq")
informing the Company that, because the closing bid price for the Company's
common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days,
the Company was not in compliance with the minimum bid price requirement for
continued listing on The Nasdaq Capital Market, as set forth in Nasdaq
Marketplace Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). The Company
was granted 180 calendar days, or until May 1, 2023, to regain compliance with
the Minimum Bid Price Requirement.
On May 2, 2023, the Company was notified by the Listing Qualifications Staff
(the "Staff") of Nasdaq that the Company did not meet the Minimum Bid Price
Requirement and was not eligible for a second 180-day period. As previously
reported, on April 4, 2023, the Staff notified the Company that it failed to
comply with Nasdaq's $2,500,000 minimum stockholders' equity requirement for
continued listing as set forth in Listing Rule 5550(b)(1) (the "Equity
Requirement"). The deficiency with regards to the Equity Requirement serves as
an additional and separate basis for delisting. The Company plans to timely
submit a hearing request to Nasdaq's Hearings Department. A hearing request will
stay the suspension of the Company's common stock pending the panel's conclusion
of the hearing process. The Company believes that completion of the pending
Business Combination Transaction (as defined below) and reverse stock split as
described in the preliminary proxy statement (the "Preliminary Proxy Statement")
filed with the U.S. Securities and Exchange Commission (the "SEC") on March 30,
2023 will enable the combined company following the Business Combination
Transaction to meet the applicable Nasdaq initial listing requirements,
providing a basis for suspension of delisting. There can be no assurance that
the Company will succeed in its hearing and that the panel will grant the
Company's request for a suspension of delisting or continued listing on The
Nasdaq Capital Market, or that the combined company will meet Nasdaq's initial
listing requirements.
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, its intent to pursue a hearing before the Nasdaq Hearings
Panel, 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, GNI USA, Inc., a
Delaware corporation ("GNI USA"), GNI Group Ltd., a company incorporated under
the laws of Japan with limited liability ("GNI Group"), GNI Hong Kong Limited, a
company incorporated under the laws of Hong Kong with limited liability ("GNI
HK"), Shanghai Genomics, Inc., a company organized under the laws of the
People's Republic of China ("Shanghai Genomics", and collectively with GNI USA,
GNI Group and GNI HK, the "Contributors," and each a "Contributor"), the
individuals (each, a "Minority Holder" and collectively, the "Minority Holders")
listed on Annex A of that certain Business Combination Agreement, dated December
26, 2022, and Continent Pharmaceuticals Inc., a Cayman Islands company limited
by shares (the "CPI") (the "Business Combination Transaction"), Catalyst has
filed relevant materials with the SEC, including a Preliminary Proxy Statement,
and intends to file a definitive proxy statement and a 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 may obtain free copies of the Preliminary Proxy
Statement, and will be able to obtain free copies of the definitive proxy
statement and the 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 definitive 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 definitive 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. Information regarding the persons who may be
deemed participants in the solicitation of proxies has been included in the
Preliminary Proxy Statement filed with the SEC and additional information may be
included in the definitive proxy statement and prospectus relating to the
proposed transactions to be filed with the SEC. These documents can be obtained
free of charge from the sources indicated above.
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