Beijing Continent Pharmaceutical Co., Ltd. completed the acquisition of Catalyst Biosciences, Inc. in a reverse merger transaction.
October 29, 2023
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Beijing Continent Pharmaceutical Co., Ltd. entered into an agreement to acquire Catalyst Biosciences, Inc. (NasdaqCM:CBIO) for approximately CNY 3.8 billion in a reverse merger transaction on December 26, 2022. CBIO?s current management team, Nassim Usman as Chief Executive Officer and Seline Miller as Chief Financial Officer, will continue to serve in their positions, respectively, at least through the closing of the continent acquisition. Effective with the closing of the F351 acquisition, Ying Luo and Thomas Eastling will be joining the Catalyst board representing the Group, along with the three legacy Catalyst directors (Augustine Lawlor, Nassim Usman. Ph.D., and Andrea Hunt). Catalyst may be required to pay a termination fee of CNY 13.73 million. Post the transaction, Beijing Continent Pharmaceutical will be treated as the accounting acquirer. Closing of the transactions contemplated under the Business Combination Agreement will be subject to Catalyst stockholder approval at a stockholder meeting expected to be held in the second quarter of 2023 and Nasdaq's approval of the listing of the shares of Catalyst Common Stock to be issued in connection with the contributions. As of September 1, 2023, GNI Group announced that the stockholder meeting of Catalyst held on August 29, 2023, all the agenda items related to the transaction between GNI Group and Catalyst Biosciences, Inc. have been passed. On October 20, 2023, Beijing Continent Pharmaceuticals Co., Ltd received approval from the China Securities Regulatory Commission for the transaction. The deal is expected to be completed in Mid 2023. The deal is expected to close in the third quarter of 2023. As of December 29, 2022, Lifshitz Law PLLC will investigate possible breach of fiduciary duties in connection with the merger of CBIO and GNI Group Ltd. Raymond James is serving as exclusive financial advisor to Catalyst and Orrick, Herrington & Sutcliffe LLP is serving as legal counsel to Catalyst. Gibson, Dunn & Crutcher LLP is serving as legal counsel to GNI. Perella Weinberg Partners acted as financial advisor to Catalyst.
Beijing Continent Pharmaceutical Co., Ltd. completed the acquisition of Catalyst Biosciences, Inc. (NasdaqCM:CBIO) in a reverse merger transaction on October 30, 2023. The combined company will operate under the name ?Gyre Therapeutics, Inc.? (?Gyre?). Gyre?s shares will begin trading on The Nasdaq Capital Market on a post-reverse split, post-business combination basis under the ticker symbol ?GYRE? effective with the opening of trading on Tuesday, October 31, 2023.
Catalyst Biosciences, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of Hydronidone for the treatment of nonalcoholic steatohepatitis (NASH), a severe form of nonalcoholic fatty liver disease in the United States. Hydronidone is being evaluated for the treatment of liver fibrosis associated with a spectrum of chronic liver diseases. A Phase 1 clinical trial of Hydronidone has been completed in the United States and generated pharmacokinetic (PK), safety and tolerability data of single and multiple ascending doses of Hydronidone in United States healthy subjects. Hydronidone is a structural analogue of the approved anti-fibrotic (pulmonary fibrosis) drug pirfenidone. Hydronidone has been shown to inhibit both p38y kinase activity and TGF-b1- induced excessive collagen synthesis in vitro in hepatic stellate cells (HSCs), which are recognized as critical events in the development and progression of fibrosis in the liver.