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Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023


11.	Convertible Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock with par value $0.001 per share under its restated certificate of incorporation, of which 125,040 shares are designated as Convertible Preferred Stock as of December 31, 2023.

In December 2022, Catalyst issued 12,340 shares of Convertible Preferred Stock to GNI in connection with the F351 Asset Acquisition (see Note 1 — Organization and Nature of Operations).

In October 2023, immediately following the closing of the Contributions, the Company issued 811 shares of Convertible Preferred Stock and 811 Preferred Stock Warrants to GNI under the Private Placement. For additional information, see Note 3 — Fair Value Measurements and Financial Instruments.

In November 2023, GNI provided notice to the Company to convert its 13,151 shares of Convertible Preferred Stock. The conversion became effective on January 22, 2024.

As of December 31, 2023, the Convertible Preferred Stock is classified outside of stockholders’ equity because the shares contain certain redemption features that are not solely within the Company’s control. The Company does not adjust the carrying value of the Convertible Preferred Stock to its redemption value since the Convertible Preferred Stock is not currently redeemable, and it is not probable that it will become redeemable in the future at any of the balance sheet dates. Subsequent adjustments to the carrying value will be made only when it becomes probable that such redemption will occur.

Holders of Convertible Preferred Stock are entitled to receive dividends equal to, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the Company’s common stock. Except as otherwise required by law, the Convertible Preferred Stock does not have voting rights. However, as long as any shares of Convertible Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of Convertible Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to Convertible Preferred Stock or alter or amend the Certificate of Designation that authorized the Convertible Preferred Stock, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or Bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Convertible Preferred Stock, (ii) issue further shares of Convertible Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Convertible Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing. Convertible Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

As of December 31, 2023 the Company had 13,151 shares of Convertible Preferred Stock issued and outstanding. Each share of Convertible Preferred Stock is convertible into approximately 666.67 shares of Common Stock. As of December 31, 2023, the number of shares of common stock issuable upon conversion of the outstanding shares of Convertible Preferred Stock is 8,767,332.