Item 1.01. Entry into a Material Definitive Agreement.

On January 30, 2020, Catabasis Pharmaceuticals, Inc., a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Oppenheimer & Co. Inc. (the "Underwriter") relating to an underwritten offering (the "Offering") of 4,600,000 shares (the "Firm Shares") of the Company's common stock, $0.001 par value per share ("Common Stock"). The public offering price of the Firm Shares was $5.00 per share, and the Underwriter has agreed to purchase the Firm Shares from the Company pursuant to the Underwriting Agreement at a price of $4.70 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 690,000 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") at the public offering price less the underwriting discount.

The closing of the sale of the Firm Shares is expected to take place on February 3, 2020, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds from the sale of the Firm Shares will be approximately $21.3 million after deducting the underwriting discount and estimated offering expenses payable by the Company. If the Underwriter exercises its option to purchase the Option Shares, the Company estimates that the net proceeds from the sale of the Offering will be approximately $24.5 million after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for clinical trial and other research and development activities; initial commercialization preparations; and for working capital and other general corporate purposes.

The Shares are being offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-231441), which became effective on May 23, 2019.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Subject to certain exceptions, the Company and its officers and directors have agreed not to offer, sell, pledge or otherwise dispose of shares of Common Stock and other of the Company's securities that they beneficially own, including securities that are convertible into shares of Common Stock and securities that are exchangeable or exercisable for shares of Common Stock for 90 days after January 30, 2020, without the prior written consent of the Underwriter.

The foregoing description of the material terms of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, relating to the securities offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.




Item 8.01  Other Events.

The Company issued a press release on January 30, 2020 announcing the pricing of the Offering. The full text of the press release issued in connection with this announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the information contained therein is incorporated herein by reference.




Item 9.01  Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number                                  Description
  1.1        Underwriting Agreement, dated January 30, 2020, by and between the
           Company and Oppenheimer & Co. Inc.

  5.1        Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.

  23.1       Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in
           Exhibit 5.1).

  99.1       Press Release issued January 30, 2020.

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