ASTRIA THERAPEUTICS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Under the terms of the Merger Agreement, at the closing of the Merger, Catabasis
issued to the stockholders of Quellis 3,332,669 shares of the common stock of
Catabasis, par value
Reference is made to the discussion of the Series X Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.
Pursuant to the Merger Agreement, Catabasis has agreed to hold a stockholders'
meeting to submit the following matters to its stockholders for their
consideration: (i) the approval of the conversion of the Series X Preferred
Stock into shares of Common Stock in accordance with Nasdaq Listing
Rule 5635(a) (the "Conversion Proposal") and (ii) if necessary or appropriate,
the approval of an amendment to the certificate of incorporation of Catabasis to
authorize sufficient shares of Common Stock for the conversion of the Series X
Preferred Stock issued pursuant to the Merger Agreement and the Purchase
Agreement (as described below) and/or to effectuate a reverse stock split (the
"Charter Amendment Proposal," and together with the Conversion Proposal, the
"Meeting Proposals"). In connection with these matters, Catabasis intends to
file with the
The Board of Directors of Catabasis (the "Board") approved the Merger Agreement and the related transactions, and the consummation of the Merger was not subject to approval of the Catabasis stockholders.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger 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 Catabasis or Quellis. The Merger Agreement contains representations, warranties and covenants that Catabasis and Quellis made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between Catabasis and Quellis and may be subject to important qualifications and limitations agreed to by Catabasis and Quellis in connection . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Common Stock and Series X Preferred Stock issued in the Merger and the Financing (collectively, the "Securities") were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and/or Regulation D thereunder, in each case as transactions by an issuer not involving a public offering. Each of the former Quellis stockholders and the Investors is an "accredited investor," as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends have been affixed to the Securities.
The Securities have not been registered under the Securities Act and such
Securities may not be offered or sold in
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Director
On
Appointment of Directors
In accordance with the Merger Agreement, on
Jonathan Violin (Age 45). Dr. Violin is a co-founder of Quellis, and prior to
the Merger, was its Treasurer and Secretary since
Upon his appointment to the Board, Dr. Violin was appointed to the
Upon his appointment to the Board,
Consulting Agreement with Dr. Violin
Dr. Violin entered into a Consulting Agreement with Quellis dated
Indemnification Agreements
In connection with their appointment as directors, each of Dr. Violin and
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Holders of Series X Preferred Stock are entitled to receive dividends on shares of Series X Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Subject to stockholder approval of the Conversion Proposal, the Series X Preferred Stock is convertible into Common Stock at rate of 1,000 shares of Common Stock for every one share of Series X Preferred Stock that is converted. Except as otherwise required by law, the Series X Preferred Stock does not have voting rights. However, as long as any shares of Series X Preferred Stock are outstanding, Catabasis will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series X Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series X Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X Preferred Stock, (ii) issue further shares of Series X Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series X Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing. Additionally, the approval of the holders of a majority of the Series X Preferred Stock is required for certain change of control transactions, provided that this approval right will terminate upon stockholder approval of the Conversion Proposal. The Series X Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of Catabasis.
Following stockholder approval of the Conversion Proposal, (i) effective as of
The foregoing description of the Series X Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release and the presentation attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release and presentation attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of Catabasis under the Securities Act of 1933, as amended.
Forward-Looking Statements
Any statements in this Current Report on Form 8-K about future expectations,
plans and prospects for the Company, including statements about Company
management's future expectation and other statements containing the words
"anticipate," "believe," "estimate," "expect," "intend," "may," "plan,"
"predict," "project," "target," "potential," "will," "would," "could," "should,"
"continue," and similar expressions, constitute forward-looking statements under
applicable securities laws and regulations. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various
important factors, including: uncertainties regarding whether the Company will
be able to recognize the anticipated benefits of the Merger, costs related to
the Merger, the possibility that the Company or Quellis may be adversely
affected by other economic, business, and/or competitive factors, and other
factors discussed in the "Risk Factors" section of the Company's quarterly
report on Form 10-Q for the period ended
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 2.1* + Agreement and Plan of Merger, datedJanuary 28, 2021 , by and amongCatabasis Pharmaceuticals, Inc. ,Cabo Merger Sub I, Inc. ,Cabo Merger Sub II, LLC andQuellis Biosciences, Inc. 3.1 Certificate of Designation of Series X Convertible Preferred Stock 10.1+ Stock Purchase Agreement, dated as ofJanuary 28, 2021 , by and amongCatabasis Pharmaceuticals, Inc. and each purchaser identified on Annex A thereto 10.2 Form of Registration Rights Agreement, by and amongCatabasis Pharmaceuticals, Inc. and certain purchasers named therein 99.1 Press Release ofCatabasis Pharmaceuticals, Inc. , datedJanuary 29, 2021 99.2 Presentation for investor conference call held byCatabasis Pharmaceuticals, Inc. onJanuary 29, 2021
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
of any of the omitted exhibits and schedules upon request by the
Company may request confidential treatment pursuant to Rule 24b-2 of the
Exchange Act for any exhibits or schedules so furnished. A list identifying
the contents of all omitted exhibits and schedules can be found on page iii of
Exhibit 2.1.
(+) Certain portions of this exhibit (indicated by "[***]") have been omitted
because they are both (i) not material and (ii) would be competitively
harmful if publicly disclosed.
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