1.	Nature of Operations

Catalyst Biosciences, Inc. (the “Company” or “Catalyst”), is a clinical-stage biotechnology company focused on developing novel medicines to address hematology indications, including the treatment of hemophilia. Its facilities are in South San Francisco, California and it operates in one segment.

On February 10, 2017, the Company effected a reverse stock split of its common stock at a ratio of 1-for-15 (“2017 Reverse Stock Split”). The 2017 Reverse Stock Split was approved by the Company’s stockholders at a special meeting of stockholders held on February 2, 2017. As a result of the 2017 Reverse Stock Split, each 15 pre-split shares of common stock outstanding were automatically combined into one new share of common stock, and the number of outstanding shares of common stock on the date of the split was reduced from approximately 13.0 million shares to approximately 868,000 shares. Unless otherwise specified, all share and per share amounts in these notes and the accompanying consolidated financial statements are reported on a post-stock split basis for all periods presented.

Reverse Merger

Prior to August 20, 2015, the name of the Company was Targacept, Inc. On August 20, 2015, Targacept completed its business combination with Catalyst Bio, Inc. (“Catalyst Bio”) in accordance with the terms of an Agreement and Plan of Merger, dated as of March 5, 2015, as amended on May 6 and May 13, 2015, by and among Targacept, Talos Merger Sub, Inc. (“Merger Sub”) and Catalyst Bio, pursuant to which Merger Sub merged with and into Catalyst Bio, with Catalyst Bio surviving as a wholly-owned subsidiary of Targacept (the “Merger”). Also on August 20, 2015, in connection with, and prior to the completion of, the Merger, Targacept effected a 1-for-7 reverse stock split of its common stock (the “Reverse Stock Split”) and changed its name from Targacept, Inc. to Catalyst Biosciences, Inc. Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Catalyst Bio described in the paragraph above. We refer in this Annual Report on Form 10-K to the business combination as the “Merger,” to the Company prior to the Merger as “Targacept” and to our subsidiary as “Catalyst Bio,” and discussions of historical results reflect the results of Catalyst Bio prior to the completion of the Merger and do not include the historical results of Targacept prior to the completion of the Merger.

On August 19, 2015, prior to and in connection with the Merger, the Company paid a dividend to the Targacept holders consisting of cash and non-interest bearing redeemable convertible notes (the “Pre-Closing Dividend”), see Note 9 for further detail. In connection with the Pre-Closing Dividend and the reverse-stock split, the Company adjusted the number of shares subject to each outstanding option to purchase its common stock. On August 20, 2015, upon the completion of the Merger, the Company issued shares of its common stock to Catalyst Bio stockholders in exchange for each share of Catalyst Bio common stock outstanding immediately prior to the Merger and assumed all the outstanding options and warrants of Catalyst Bio, with such options and warrants henceforth representing the right to purchase a number of shares of the Company’s common stock. All preferred stock and warrants were converted to common stock and warrants to purchase common stock upon the closing of the Merger.

Liquidity

We had a net loss of $16.9 million for the year ended December 31, 2016 and an accumulated deficit of $148.0 million as of December 31, 2016 and expect to continue to incur losses for the next several years. As of December 31, 2016, we had $17.1 million in cash, cash equivalents and short-term investments, a $16.9 million net loss and $18.5 million cash used in operations. Management believes that the currently available resources, including cash, cash equivalents and short term investments as well as the cash raised from the sale of common stock in January 2017 (see Note 14) and availability under our Capital on Demand Sales Agreement (See Note 14), will provide sufficient funds to enable us to meet its operating plan for at least the next twelve months from the date of this filing.

However, if our anticipated operating results are not achieved in future periods, management believes that planned expenditures can be reduced to extend the time period over which the then-available resources would be able to fund our operations. We plan to continue to fund losses from operations and capital funding needs through future equity and/or debt financings, as well as potential additional asset sales, licensing transactions, collaborations or strategic partnerships with other companies. The sale of additional equity or convertible debt could result in additional dilution to our stockholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We can provide no assurance that financing will be available in the amounts we need or on terms acceptable to us, if at all. If we are not able to secure adequate additional funding we may be forced to delay, make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could materially harm our business.