As filed with the Securities and Exchange Commission on March 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Catalyst Biosciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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56-2020050
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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611 Gateway Blvd. Suite 710
South San Francisco, California 94080
(650) 871-0761
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Nassim Usman, Ph.D.
Chief
Executive Officer
Catalyst Biosciences, Inc.
611 Gateway Blvd. Suite 710
South San Francisco, California 94080
(650) 871-0761
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Stephen
B. Thau, Esq.
Niki Fang, Esq.
Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo
Park, California 94025
Telephone: (415) 773-5700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)(2)
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Proposed
maximum
offering price
per security(3)
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Proposed
Aggregate
maximum
offering price(3)
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Amount of
registration fee(4)
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Common Stock, par value $0.001 per share
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Preferred Stock, par value $0.001 per share
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Debt Securities
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Warrants
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Units
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Total
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$150,000,000
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$16,365.00
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(1)
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There is being registered hereunder an indeterminate number of shares of (a) common stock,
(b) preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock or debt securities of the Registrant, and (e) units, consisting of some or all of these securities in any combination, as may be
sold from time to time by the Registrant. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There are also being registered hereunder an indeterminate number of shares of common stock,
preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant
pursuant to this registration statement exceed $150,000,000.
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(2)
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Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered
or issued in connection with any stock split, stock dividend or similar transaction.
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(3)
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The proposed maximum offering price per share and proposed maximum aggregate offering price for each type of
security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder.
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(4)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.