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424B5 1 tm2120854-1_424b5.htm 424B5 tm2120854-1_424b5 - none - 4.1406497s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231441

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 23, 2019)

CATABASIS PHARMACEUTICALS, INC.

Up to $25,000,000

Common Stock

We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, dated June 30, 2021, relating to the sale of shares of our common stock, $0.001 par value per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, under this prospectus supplement we may offer and sell shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time through Jefferies, acting as our sales agent.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “CATB.” On June 29, 2021, the last reported sale price of our common stock on the Nasdaq Global Select Market was $2.16 per share.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Jefferies is not required to sell any specific number or dollar amount of shares of our common stock, but will act as our sales agent and use commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Jefferies will be entitled to compensation under the terms of the sales agreement at a rate equal to 3.0% of the gross sales price per share sold under the sales agreement. In connection with the sale of shares of our common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-11 for additional information regarding Jefferies’ compensation.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE S-7 OF THIS PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Jefferies

The date of this prospectus supplement is June 30, 2021

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	WHERE YOU CAN FIND MORE INFORMATION					S-3
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					S-3
	FORWARD-LOOKING STATEMENTS					S-4
	PROSPECTUS SUPPLEMENT SUMMARY					S-5
	THE OFFERING					S-6
	RISK FACTORS					S-7
	USE OF PROCEEDS					S-8
	DIVIDEND POLICY					S-9
	DILUTION					S-10
	PLAN OF DISTRIBUTION					S-11
	LEGAL MATTERS					S-12
	EXPERTS					S-12

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	INCORPORATION BY REFERENCE					2
	FORWARD-LOOKING STATEMENTS					3
	CATABASIS PHARMACEUTICALS, INC.					4
	USE OF PROCEEDS					5
	DESCRIPTION OF CAPITAL STOCK					6
	DESCRIPTION OF DEPOSITARY SHARES					12
	DESCRIPTION OF UNITS					15
	DESCRIPTION OF WARRANTS					16
	FORMS OF SECURITIES					17
	PLAN OF DISTRIBUTION					19
	LEGAL MATTERS					21
	EXPERTS					21

Assumed offering price per share			$	2.16
Net tangible book deficit per share as of March 31, 2021	$	(4.32)
Increase per share attributable to the conversion of Series X Preferred Stock		6.14
Pro forma net tangible book value per share as of March 31, 2021		1.82
Increase per share attributable to the offering		0.03
Pro forma as adjusted net tangible book value per share after giving effect to the offering				1.85
Dilution per share to new investors participating in the offering			$	0.31

SEC Form 424B5 filed by Catabasis Pharmaceuticals, Inc.