Item 1.01 Entry into a Material Definitive Agreement.
On
In consideration for the purchase of the Purchased Assets, Buyer will pay
Catalyst a total of
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1§ to this Current Report on Form 8-K and is incorporated herein by reference.
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Catalyst or Buyer. The Purchase Agreement contains representations, warranties and covenants that Catalyst and Buyer made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Purchase Agreement between Catalyst and Buyer and may be subject to important qualifications and limitations agreed to by Catalyst and Buyer in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders or may have been used for the purpose of allocating risk between Catalyst and Buyer rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Catalyst's public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.
Item 8.01 Other Events.
In connection with Catalyst's previously announced asset purchase agreement with
GNI Group Ltd. ("
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Forward-Looking Statements
This Current Report on Form 8-K and the exhibits furnished herewith contains
forward-looking statements (including within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended (the "Securities Act")) concerning Catalyst, GNI, the
GNI Transactions, and potential future payments and distributions from the sale
of the Purchased Assets to Buyer. These statements may discuss goals, intentions
and expectations as to future plans, trends, events, results of operations or
financial condition, or otherwise, based on current beliefs of the management of
Catalyst, as well as assumptions made by, and information currently available
to, management of Catalyst. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer to future
events or conditions that are predictions or indicate future events or
prospects, involve risks and uncertainties and include, but are not limited to,
expectations regarding: the GNI Transactions; the potential of, and expectations
regarding, GNI's programs; the potential for an additional
No Offer or Solicitation
This Current Report on Form 8-K is not intended to 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. 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, 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
In connection with the proposed transactions between Catalyst and GNI, Catalyst
intends to file relevant materials with the
Participants in the Solicitation
Catalyst, GNI 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
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
(d) Exhibits
Exhibit No. Description
10.1 § Asset Purchase Agreement dated as ofFebruary 27, 2023 by and betweenCatalyst Biosciences, Inc. andGC Biopharma Corp. 99.1 Press Release ofCatalyst Biosciences, Inc. datedFebruary 28, 2023 . 104 Cover Page Interactive Data File (formatted as Inline XBRL document).
§ Portions of this exhibit (indicated by "[***]") have been redacted in
accordance with Regulation S-K Item 601(b)(10)(iv).
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