CATALYST BIOSCIENCES : INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Form 8-K/A

CATALYST BIOSCIENCES, INC.

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page No.
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements			2
Unaudited Pro Forma Condensed Consolidated Balance Sheet			3
Unaudited Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss			4
Notes to the Unaudited Interim Condensed Consolidated Financial Statements			6

INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed consolidated financial statements of Catalyst Biosciences, Inc. and its subsidiary (the "Company" or "Catalyst") were derived from the Company's historical consolidated financial statements. They are presented to give effect to the dispositions of assets related to the Company's complement development programs. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2022 is presented as if the disposition had occurred on that date. The statements of operations and comprehensive loss for the three months ended March 31, 2022, and the year ended December 31, 2021 are presented as if the disposition occurred on January 1, 2021, the beginning of the earliest pro forma period presented.

The pro forma information has been prepared for illustrative purposes only and is not intended to represent or be indicative of the consolidated results of operations that actually would have been achieved had the disposition been completed at the beginning of the periods presented. Further, these financial statements are not necessarily indicative of the Company's future financial position and future results of operations. The pro forma information should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on March 31, 2022, and the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2022 filed with the SEC on May 9, 2022.

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Catalyst Biosciences, Inc.

Pro Forma Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share amounts)

		On March 31, 2022
		As Reported			Pro Forma Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents		$	34,817			$	52,000	(a)		$	86,817
Accounts receivable, net			564				5,000	(a)			5,564
Prepaid and other current assets			1,322				-				1,322
Total current assets			36,703				57,000				93,703
Other assets, noncurrent			472				-				472
Right-of-use assets			2,242				-				2,242
Property and equipment, net			857				-				857
Total assets		$	40,274			$	57,000			$	97,274
Liabilities and stockholders' equity
Current liabilities:
Accounts payable		$	4,706			$	-			$	4,706
Accrued compensation			2,137				-				2,137
Other accrued liabilities			4,438				-				4,438
Operating lease liability			1,909				-				1,909
Total liabilities			13,190				-				13,190
Stockholders' equity:
Common stock, $0.001 par value, 100,000,000 shares authorized; 31,477,053 shares issued and outstanding at March 31, 2022			31				-				31
Additional paid-in capital			444,283				-				444,283
Accumulated deficit			(417,230	)			57,000	(a)			(360,230	)
Total stockholders' equity			27,084				57,500				84,084
Total liabilities and stockholders' equity		$	40,274				57,500			$	97,274

See notes to unaudited pro forma condensed consolidated financial statements.

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Catalyst Biosciences, Inc.

Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except share and per share amounts)

		Year Ended December 31, 2021
		As Reported			Pro Forma Adjustments			Pro Forma
Revenue:
License		$	-			$	-			$	-
Collaboration			7,338				(7,338	)(b)			-
License and collaboration revenue			7,338				(7,338	)			-
Operating expenses:
Cost of license			-				-				-
Cost of collaboration			7,380				(7,380	)(b)			-
Research and development			68,889				(23,967	)(b)			44,922
General and administrative			18,963				46	(b)			19,009
Gain on disposal of assets, net			-				(57,000	)(a)			(57,000	)
Total operating expenses			95,232				(88,801	)			6,931
Loss from operations			(87,894	)			81,463				(6,931	)
Interest and other income, net			(39	)			-				(39	)
Net loss and comprehensive loss		$	(87,933	)		$	81,463			$	(6,970	)
Net loss per share attributable to common stockholders, basic and diluted		$	(2.87	)			$	(0.23	)
Shares used to compute net loss per share attributable to common stockholders, basic and diluted			30,640,977					30,640,977

See notes to unaudited pro forma condensed consolidated financial statements.

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Catalyst Biosciences, Inc.

Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except share and per share amounts)

		Three Months Ended March 31, 2022
		As Reported			Pro Forma Adjustments			Pro Forma
Revenue:
License		$	-			$	-			$	-
Collaboration			794				(794	)(b)			-
License and collaboration revenue			794				(794	)			-
Operating expenses:
Cost of license			-				-				-
Cost of collaboration			798				(798	)(b)			-
Research and development			9,703				(3,353	)(b)			6,350
General and administrative			4,994				(259	)(b)			4,735
Total operating expenses			15,495				(4,410	)			11,085
Loss from operations			(14,701	)			3,616				(11,085	)
Interest and other income, net			165				-				165
Net loss and comprehensive loss		$	(14,536	)		$	3,616			$	(10,920	)
Net loss per share attributable to common stockholders, basic and diluted		$	(0.46	)			$	(0.35	)
Shares used to compute net loss per share attributable to common stockholders, basic and diluted			31,456,090					31,456,090

See notes to unaudited pro forma condensed consolidated financial statements.

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Catalyst Biosciences, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1.	Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2022 was prepared as if the disposition had occurred on that date. The statements of operations and comprehensive loss for the three months ended March 31, 2022 and the year ended December 31, 2021 are presented as if the disposition occurred on January 1, 2021, the beginning of the earliest pro forma period presented.

2.	Pro Forma Adjustments

The unaudited pro forma condensed consolidated financial statements are based on the Company's historical consolidated financial statements as adjusted to give effect to the disposition. The pro forma adjustments give effect to events that are (1) directly attributable to the disposition, (2) expected to have a continuing impact on the registrant, and (3) factually supportable, and are based on assumptions that management believes are reasonable given the best information currently available.

Explanations that follow correspond to note references identified in the unaudited pro forma condensed consolidated financial statements provided on pages 3 through 5 of this exhibit:

(a)

To book the proceeds and the related gains from the disposal, net of related transaction expenses.

(b)

To eliminate revenues and operating expenses of the disposed assets.

(c)

To record the tax impact of adjustments (a) and (b) above.

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