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Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders' Equity

10.

Stockholders’ Equity

 

Common Stock

 

Under the Company’s amended and restated certificate of incorporation, the Company has 400,000,000 shares of Common Stock authorized for issuance with a $0.001 par value per share. The number of authorized shares of Common Stock may be increased or decreased by the affirmative vote of the holders of a majority of the Company’s stock who are entitled to vote. The holders of Common Stock have voting rights equal to one vote per share of Common Stock held. The holders of Common Stock are entitled to receive dividends when and as declared or paid by the Company’s board of directors.

 

Common stock reserved for future issuance is as follows:

 

 

December 31,

 

 

2023

 

 

2022

 

Convertible Preferred Stock issued and outstanding

 

8,767,332

 

 

 

—

 

Preferred Stock Warrants issued and outstanding

 

540,666

 

 

 

—

 

Options issued and outstanding

 

18,280,548

 

 

 

17,036,941

 

Total common stock reserved

 

27,588,546

 

 

 

17,036,941

 

2021 ATM Program

On October 15, 2021, Catalyst entered into an Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co. (“Piper Sandler”) as sales agent, pursuant to which the Company may offer and sell, from time to time,

through Piper Sandler, shares of the Company’s Common Stock, par value of $0.001 per share, with aggregate gross sales proceeds of up to $50.0 million through an at-the-market offering program (the “ATM Program”). The Company will pay Piper Sandler a commission of 3% of the gross proceeds of any shares sold. The Company also agreed to reimburse Piper Sandler for certain expenses incurred in connection with its services under the ATM Agreement, including up to $50,000 for legal expenses in connection with the establishment of the ATM Program. The Company does not currently intend to use this or any other ATM Program prior to April 1, 2024.

 

Sales of shares of common stock under the ATM Program may be made pursuant to the registration statement on Form S-3 (File No. 333-253874), which was declared effective by the SEC on May 3, 2021, and a related prospectus supplement filed with the SEC on October 15, 2021. For the years ended December 31, 2023 and 2022, no shares of common stock were sold under the ATM Program.

 

Restricted Net Assets

Under PRC laws and regulations, BC is subject to restrictions on foreign exchange and cross-border cash transfers, including to parent companies and U.S. stockholders. The ability to distribute earnings to the parent companies and U.S. stockholders is also limited. Current PRC regulations permit BC to pay dividends to BJC only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. Amounts restricted include paid-in capital and the statutory reserves of BC. The aggregate amounts of restricted capital and statutory reserves, which represented the amount of net assets of the relevant subsidiaries not available for distribution were $64.3 million and $61.5 million as of December 31, 2023 and 2022, respectively.

 

As a result of the above restrictions, parent-only financial statements are presented in Schedule I.

Statutory Reserve

BC is required to set aside at least 10% of its after-tax profits as the statutory reserve fund until the cumulative amount of the statutory reserve fund reaches 50% or more of its registered capital, if any, to fund its statutory reserves, which are not available for distribution as cash dividends. At the Company’s discretion, the Company may allocate a portion of after-tax profits based on PRC accounting standards to a discretionary reserve fund.

Appropriations to these reserves by BC were $2.2 million for the year ended December 31, 2022. There were no appropriations to these reserves during the year ended December 31, 2023.