SEC Form SC 13D/A filed by Catalyst Biosciences Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CATALYST BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

14888D208

(CUSIP Number)

Ying Luo, Ph.D.

Nihonbashi-Honcho YS Bldg. 3rd Floor

2-2-2 Nihonbashi-Honcho, Chuo-ku,

103-0023 Tokyo, Japan

+81-3-6214-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 27, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1) Based on 37,978,142 shares of common stock issued and outstanding as of October 20, 2023.

(1) Based on 37,978,142 shares of common stock issued and outstanding as of October 20, 2023.

(1) Based on 37,978,142 shares of common stock issued and outstanding as of October 20, 2023.

Explanatory Note

This Amendment No. 1 to the statement on Schedule 13D (this “Amendment”) relates to shares of common stock, $0.001 par value (“Common Stock”) of Catalyst Biosciences, Inc., a Delaware corporation (the “Issuer”), and amends the statement on Schedule 13D filed on January 5, 2023 (the “Original Schedule 13D” and, together with this Amendment, the “Schedule 13D”). Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Original Schedule 13D.

Item 2.

Identity and Background.

Item 2(a) of the Original Schedule 13D is amended and restated in its entirety as follows:

Items 2(b) and 2(c) of the Original Schedule 13D are amended by adding the following:

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is amended by adding the following:

Pursuant to that certain Share Purchase Agreement, dated as of October 27, 2023, by and between GNI Hong Kong and GNI Group, GNI Hong Kong assigned and transferred to GNI Group all of its right, title and interest in and to all of its shares of Common Stock and all of its shares of Series X Convertible Preferred Stock, par value $0.001 per share, of the Issuer (“Convertible Preferred Stock”) in exchange for $ 54,626,653 in the aggregate.

Immediately after such transfer, pursuant to that certain Contribution and Exchange Agreement, dated as of October 27, 2023, by and between GNI Group and GNI USA, GNI Group assigned and transferred to GNI USA all of its right, title and interest in and to all of its shares of Common Stock and of Convertible Preferred Stock in exchange for 17.97 shares of common stock of GNI USA.

GNI USA acquired the shares of Common Stock and of Convertible Preferred Stock as part of a reorganization among related parties in order to consolidate into GNI USA the shares of Common Stock and of Convertible Preferred Stock acquired by GNI Group and GNI Hong Kong in the transactions contemplated by the F351 Agreement.

Item 5.

Interest in Securities of the Issuer.

Item 5(e) of the Original Schedule 13D is amended and restated in its entirety as follows:

Item 7.

Materials to be Filed as Exhibits.

Exhibit A — Share Purchase Agreement, dated as of October 27, 2023, by and between GNI Group Ltd. and GNI Hong Kong Limited.

Exhibit B — Contribution and Exchange Agreement, dated as of October 27, 2023, by and between GNI Group Ltd. and GNI USA, Inc.

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

MANAGING DIRECTORS AND EXECUTIVE OFFICERS OF GNI USA, INC.

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