Item 1.01. Entry into a Material Definitive Agreement.
On January 13, 2020, Catalyst Biosciences, Inc. (the "Company") entered into a
Cooperation Agreement (the "Cooperation Agreement"), with CCUR Holdings, Inc.,
JDS1, LLC ("JDS1"), David Oros, Julian Singer and William Barr, Jr.
(collectively, the "Investors"). As of the date of the Cooperation Agreement,
the Investors beneficially owned an aggregate of 927,280 shares, or
approximately 7.70%, of outstanding common stock. Under the Cooperation
Agreement, as of January 15, 2020, the Company has appointed Geoffrey Shiu Fei
Ling, M.D., Ph.D. to the Board of Directors (the "Board") as a Class I director
with a term to expire at the Company's 2022 annual meeting of stockholders (the
"2022 Annual Meeting"), and Sharon Tetlow to the Board as a Class III director
with a term to expire at the Company's 2021 annual meeting of stockholders (the
"2021 Annual Meeting"). In connection with these appointments, current directors
Jeff Himawan, Ph.D. and John P. Richard will not stand for re-election to the
Board at the Company's 2020 annual meeting of stockholders (the "2020 Annual
Meeting").
Subject to certain expiration provisions, if Dr. Ling or Ms. Tetlow (or any
respective replacement director) resigns or is unable to serve as a director,
JDS1 will have customary rights to suggest a replacement director for Dr. Ling
(or his replacement), or to approve a Company proposed replacement director for
Ms. Tetlow (or her replacement).
The Company agreed to take all necessary actions to appoint Dr. Ling as a member
of at least one committee or subcommittee of the Board. Each of the Investors
has agreed that at the 2020 Annual Meeting they will vote all of their shares in
favor of (i) any incumbent director nominated by the Board and (ii) any ordinary
course proposal supported by the Board. However, if the recommendation of
Institutional Shareholder Services Inc. ("ISS") differs from the Board's
recommendation with respect to any matter (other than the election of
directors), the Investors shall have the right to vote in accordance with the
recommendation of ISS with respect to such matters, and nothing shall restrict
the Investors from voting or taking any position on any stockholder approval for
any extraordinary transaction, such as a merger, material acquisition or a
liquidation or winding up of the Company.
The Investors agreed to certain standstill provisions commencing on the date of
the Cooperation Agreement and ending on the earlier of (i) the 30th day
preceding the opening of the nomination window for submission of director
nominations for the 2021 Annual Meeting, (ii) a material breach by the Company
of its obligations, (iii) any announcement of a proposed a change of control and
(iv) if the Company's organizational documents are changed to impair
stockholders' ability to submit director nominations for stockholder meetings
after the 2020 Annual Meeting (the "Standstill Period"). Each of the Company and
each Investor also agreed to customary mutual non-disparagementobligations, and
during the Standstill Period, the Company has agreed to, among other customary
terms, use commercially reasonable efforts to provide notice and a limited
opportunity to participate in future financing transactions, subject to certain
cut-back rights.
A copy of the Cooperation Agreement is included as Exhibit 10.1. The foregoing
description of the Cooperation Agreement is qualified in its entirety by
reference to the full text of the Cooperation Agreement, which is incorporated
herein by reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon the recommendation of the Governance and Nominating Committee and as
contemplated by the Cooperation Agreement, the Board appointed, effective as of
January 15, 2020 (the "Effective Date"), Dr. Ling as a Class I director of the
Company with a term to expire at the 2022 Annual Meeting and Ms. Tetlow as a
Class III director of the Company with a term to expire at the 2021 Annual
Meeting. The Board approved an increase in the size of the Board, from seven to
nine members, effective as of the Effective Date.
Dr. Ling, 63 years old, has been Professor of Neurology and Attending Neuro
Critical Care Physician at Johns Hopkins Medical Institutions since 2000 and the
Emeritus Professor of Neurology, Uniformed Services University of the Health
Science since 2017. He has also been Vice-Chair of Research in the Department of
Clinical Neurosciences at Inova Fairfax Medical Center, Fairfax, Virginia since
2017. He is the co-founder of Predigen, Inc., a privately held company and the
chief executive officer and founder of On Demand Pharmaceuticals, Inc., a
privately held company. Dr. Ling is on the boards of several privately held
companies which include Wheel Bio, MindX Corp. and NED Biosystems Inc. Dr. Ling
served as the director of the Defense Advanced Research Projects Agency (DARPA)
Biological Technologies Office from 2004 to 2015. Dr. Ling holds a B.S. in
Biology and History from Washington University, a Ph.D. in Pharmacology from
Cornell University - Graduate School of Medical Sciences and an M.D. from
Georgetown University School of Medicine. The Board believes that Dr. Ling's
experience in the healthcare industry as an executive in the pharmaceutical
industry, drug development and research work for both medical and academic
institutions qualify him to serve as a director of the Company.
Ms. Tetlow, 60 years old, has served as Managing Partner of Potrero Hill
Advisors since January 2016. Potrero Hill Advisors provides strategic and
operational financial support to life science companies through its team of
chief financial officers and controllers. Ms. Tetlow was previously the Managing
Director of Danforth Advisors from April 2013 to January 2016. She served as
Chief Financial Officer of Pathwork Diagnostics, Inc., a privately held
biotechnology company, from 2011 to 2013. From 2005 to 2009, she served as Chief
Financial Officer of Cell Genesys, Inc., (CEGE) a publicly traded biotechnology
company. In connection with her role as managing partner of Potreto Hill
Advisors, Ms. Tetlow has led the finance function at several biotechnology and
pharmaceutical companies, including 4D Molecular Therapeutics Inc., and Ocera
Therapeutics Inc., two privately held companies and Allakos Inc. and CytomX
Inc., two publicly traded companies. Ms. Tetlow was previously on the board of
directors of Armetheon, Inc., a privately held company. Ms. Tetlow holds a B.A.
in Psychology from University of Delaware and an M.B.A. from Stanford
University. The Board believes that Ms. Tetlow's significant experience in
corporate finance and strategic planning in the biotechnology and pharmaceutical
industries, including her experience as chief financial officer and board member
of various publicly traded companies, qualify her to serve as a director of the
Company.
Neither Dr. Ling nor Ms. Tetlow has any family relationships with any of the
Company's directors or executive officers and none is a party to any
transactions of the type listed in Item 404(a) of Regulation S-K.
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Dr. Ling and Ms. Tetlow will each receive, cash and equity compensation, in
accordance with the Company's existing non-employee director compensation
policy, and will enter into an indemnification agreement with the Company
consistent with the form agreement executed with each of the Company's current
directors.
Item 8.01. Other Events.
On January 17, 2020, the Company issued a press release announcing the
appointment of Dr. Ling and Ms. Tetlow to the Board and the execution of the
Cooperation Agreement described in Item 1.01. A copy of the press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Cooperation Agreement, effective as of January 13, 2020,
between Catalyst Biosciences, Inc. and certain Investors
specified therein.
99.1 Press release dated January 17, 2020 and titled "Catalyst
Biosciences Announces Addition of Geoffrey Shiu Fei Ling, M.D.
and Sharon Tetlow to Board of Directors."
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