Will Acquire Controlling Interest in Continent, a China-Based Commercial Pharma Company, from the GNI Group in Subsequent Transaction
Announces $7.5 Million Special Dividend and Contingent Value Right (CVR)
On December 26, 2022, Catalyst Biosciences, Inc., a Delaware corporation (?Catalyst?), acquired the F351 Assets (as defined below) from GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (?GNI Japan?), and GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (?GNI Hong Kong? and, together with GNI Japan, the ?Sellers?), pursuant to that certain Asset Purchase Agreement, dated December 26 2022 (the ?F351 Agreement?), by and among Catalyst and the Sellers. Pursuant to the F351 Agreement, Catalyst acquired all of the assets and intellectual property rights primarily related to the Sellers? proprietary Hydronidone compound (collectively, the ?F351 Assets?), other than such assets and intellectual property rights located in the People?s Republic of China. The F351 Assets include 15 issued or pending patents and patent applications outside of the People?s Republic of China, with the last acquired issued patent expected to expire in August 2037.
Under the terms of the F351 Agreement and upon the effective time of the transactions contemplated by the F351 Agreement (the ?F351 Effective Time?), Catalyst paid the Sellers $35,000,000 in the form of: 6,266,521 shares of Catalyst common stock, par value $0.001 per share (the ?Catalyst Common Stock?); and 12,340 shares of Catalyst Series X Convertible Preferred Stock, par value $0.001 per share (the ?Catalyst Convertible Preferred Stock? and collectively with the Catalyst Common Stock issued pursuant to the F351 Agreement, the ?Catalyst F351 Securities?).
Each of Catalyst and the Sellers has agreed to customary representations, warranties and covenants in the F351 Agreement, including, among others, covenants relating to (1) Catalyst filing with the U.S. Securities and Exchange Commission (the ?SEC?) and causing to become effective a registration statement (the ?Registration Statement?) to register (a) the shares of Catalyst Common Stock issued pursuant to the F351 Agreement, and (b) the shares of Catalyst Common Stock reserved for issuance upon conversion of the Catalyst Convertible Preferred Stock, (2) Catalyst using reasonable best efforts to maintain the existing listing of the Catalyst Common Stock on The Nasdaq Stock Market LLC (?Nasdaq?) and Catalyst causing the (a) shares of Catalyst Common Stock issued in connection with the F351 Agreement and (b) the shares of Catalyst Common Stock reserved for issuance upon conversion of the Catalyst Convertible Preferred Stock, to be approved for listing on Nasdaq, and (3) the Sellers assuming and paying, discharging, performing or otherwise satisfying the liabilities and obligations of any kind and nature relating to the Purchased Contracts (as defined in the F351 Agreement).
Bullish
