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Stockholders' Equity
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders' Equity

8.

Stockholders’ Equity

 

Common Stock

 

Common stock reserved for future issuance is as follows:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Options issued and outstanding

 

 

18,218,495

 

 

 

18,280,548

 

Preferred Stock Warrants issued and outstanding

 

 

540,666

 

 

 

540,666

 

Convertible Preferred Stock issued and outstanding

 

 

—

 

 

 

8,767,332

 

Total common stock reserved

 

 

18,759,161

 

 

 

27,588,546

 

 

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 did not utilize this or any other ATM Program during the quarter ended March 31, 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 three months ended March 31, 2024 and 2023, no shares of common stock were sold under the ATM Program.

 

Restricted Net Assets

 

Under PRC laws and regulations, Gyre Pharmaceuticals 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 Gyre Pharmaceuticals to pay dividends to BJContinent Pharmaceuticals Limited (“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 Gyre Pharmaceuticals. The aggregate amounts of restricted capital and statutory reserves of the relevant subsidiaries not available for distribution were $64.3 million as of March 31, 2024 and December 31, 2023.

 

Statutory Reserve

 

Gyre Pharmaceuticals 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.

 

There were no appropriations to these reserves during the three months ended March 31, 2024 or during the year ended December 31, 2023.