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April 27, 2023
Nassim Usman, Ph.D.
President and Chief Executive Officer
Catalyst Biosciences, Inc.
611 Gateway Blvd
Suite 120
South San Francisco, CA 94080
Re:Catalyst Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 30, 2023
File No. 000-51173
Dear Nassim Usman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 30, 2023
Letter to Stockholders, page 1
1.Provide prominent disclosure about the legal and operational risks associated with BC
being based in and having the majority of its operations in China. Your disclosure should
make clear whether these risks could result in a material change in the combined
company's operations and/or the value of its securities or could significantly limit or
completely hinder its ability to offer securities to investors and cause the value of
its securities to significantly decline or be worthless if the business combination is
executed. Your disclosure should address how recent statements and regulatory actions by
China’s government, such as those related to the use of variable interest entities and data
security or anti-monopoly concerns, have or may impact the combined company’s ability
to conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange following the business combination.

 FirstName LastNameNassim Usman, Ph.D.
 Comapany NameCatalyst Biosciences, Inc.
 April 27, 2023 Page 2
 FirstName LastName
Nassim Usman, Ph.D.
Catalyst Biosciences, Inc.
April 27, 2023
Page 2
2.Please prominently disclose whether the auditor for the PRC-operations portion of the
combined company’s audit would be subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect the combined company. In addition,
disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.
3.Provide a description of how cash is transferred through BC's organization and disclose
your intentions to distribute earnings. Regarding BC, state whether any transfers,
dividends, or distributions have been made to date between the holding company, its
subsidiaries, or to investors, and quantify the amounts where applicable. Provide a cross-
reference to the consolidated financial statements.
4.Where discussing the transaction consideration in the fourth paragraph of the letter to
stockholders, please include the valuation expressed as a dollar figure, as you have done
on page 3.
5.Where discussing the percentages of outstanding shares to be held post-Contribution,
please clearly state that the pre-Contribution Catalyst stockholders will go from owning
83.4% of outstanding shares, as shown on the organizational chart on page 18, to owning
2.5% and 2.0%, the latter taking into consideration the conversion of Convertible
Preferred Stock and the outstanding options of Catalyst and Gyre Options to be granted.
Questions and Answers About the Contributions
Who will be the executive officers of the combined company..., page 4
6.Please revise the table listing the executive officers of the combined company to indicate
from which pre-Contribution entity each individual originates.
Catalyst Bioscience, Inc., page 9
7.We note your statement that a Phase 1 clinical trial of Hydronidone was completed in the
U.S.; however, you also state that the company does not anticipate filing an IND for the
treatment of NASH in the U.S. until late 2023. Please revise your disclosure to clarify
whether an IND was filed with the FDA prior to commencement of the referenced Phase 1
clinical trial. In addition, we note your statements that Catalyst plans to commence a
Phase 2a proof-of-concept clinical study. However, it remains unclear whether the
company has engaged with the FDA and has received approval to progress as described.
Please explain.

 FirstName LastNameNassim Usman, Ph.D.
 Comapany NameCatalyst Biosciences, Inc.
 April 27, 2023 Page 3
 FirstName LastName
Nassim Usman, Ph.D.
Catalyst Biosciences, Inc.
April 27, 2023
Page 3
Summary of the Proxy Statement
The Companies, page 9
8.Disclose each permission or approval that you, your subsidiaries, BC or its subsidiaries
are required to obtain from Chinese authorities to operate their businesses and to offer
securities. State whether you, your subsidiaries, BC or its subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your or BC’s operations, and state affirmatively whether you and BC
have received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if you, your subsidiaries, BC or its subsidiaries: (i) do not receive or maintain
such permissions or approvals, (ii) inadvertently conclude that such permissions or
approvals are not required, or (iii) applicable laws, regulations, or interpretations change
and you are required to obtain such permissions or approvals in the future.
Beijing Continent Pharmaceuticals Co., Ltd, page 10
9.Provide a clear description of how cash is transferred through BC’s organization. Disclose
your intentions to distribute earnings after the business combination. Quantify any cash
flows and transfers of other assets by type that have occurred between the holding
company and BC's subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a subsidiary have made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and BC’s ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on BC’s
ability to distribute earnings from the company, including its subsidiaries, to the parent
company and U.S. investors.
10.We note the following statement on page 10: "The prevalence of IPF in the PRC increased
from 83,002 in 2017 to 131,654 in 2022..." Please revise this statement to clarify the
meaning of the numbers cited (i.e., number of cases, number of new patients, etc.).
11.Please remove the statement on page 10 that the company may "quickly obtain marketing
approvals" for the treatment of rare diseases and further expand the use of drugs, as the
timing of regulatory approvals is not within the company's control and cannot be
predicted.
12.We note the disclosure on page 10 that Hydronidone was granted Breakthrough Therapy
designation by the CDE in March 2021. Please define "CDE" here and disclose that your
Breakthrough Therapy designation does not increase the likelihood that Hydronidone will
ultimately receive approval.

 FirstName LastNameNassim Usman, Ph.D.
 Comapany NameCatalyst Biosciences, Inc.
 April 27, 2023 Page 4
 FirstName LastNameNassim Usman, Ph.D.
Catalyst Biosciences, Inc.
April 27, 2023
Page 4
13.We note disclosure both here and elsewhere throughout the proxy statement stating or
inferring that Catalyst and BC’s product candidates are or may be considered safe and/or
effective. For example, we note statements that product candidates have “promising
efficacy,” “potential efficacy,” and “favorable safety.”  Please note that determinations of
safety and efficacy are solely within the authority of the FDA and comparable regulatory
bodies; therefore, please revise your prospectus to remove all references and/or
implications of safety and efficacy for unapproved product candidates. You may
summarize data and findings of studies and trials conducted without drawing conclusions
as to these matters.
The Contributions, page 12
14.Disclose that trading in the post-Contribution company's securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or investigate completely your auditor, and that as a result an exchange
may determine to delist your securities. Disclose whether the auditor responsible for the
combined company’s PRC-operations would be subject to the determinations announced
by the PCAOB on December 16, 2021.
15.Please advise us of the exemption you are relying on for the issuance of Catalyst shares
pursuant to the Contributions.
Organizational Structure, page 18
16.Please provide the following in this section:
•an organizational chart illustrating BC’s structure before the Contributions;
•graphically indicate how GNI USA, Inc. relates to the shown entities;
•explain the difference between BJ Continent Pharmaceuticals Limited and BC in the
post-Contribution chart, as your disclosure does not clearly discuss two separate
entities for BC;
•indicate who holds the remaining 30.3% of BC post-Contribution.
17.In reference to footnote 2 to the chart, please revise to define "Entities" here rather than
referencing the Business Combination Agreement.
Interests of Certain Directors, Officers and Affiliates of Catalyst and the Contributors
Interests of Catalyst, page 19
18.Please quantify the dollar value of the grants of awards of fully vested stock options under
the 2023 Omnibus Incentive Plan to be granted to Nassim Usman, Seline Miller and
Thomas Eastling, as discussed on page 19.
Risk Factor Summary, page 21
19.Please revise here to describe the dilutive effects to existing Catalyst stockholders of the
issuance of stock pursuant to the Contributions.

 FirstName LastNameNassim Usman, Ph.D.
 Comapany NameCatalyst Biosciences, Inc.
 April 27, 2023 Page 5
 FirstName LastName
Nassim Usman, Ph.D.
Catalyst Biosciences, Inc.
April 27, 2023
Page 5
20.Please disclose here the risk that the holders of Catalyst Convertible Preferred Stock could
be entitled to require Catalyst to redeem, in cash, the shares of common stock underlying
its Catalyst Convertible Preferred Stock, causing substantial doubt about Catalyst’s ability
to continue as a going concern within one year from the filing of this proxy statement.
21.In your summary of risk factors, disclose the risks your corporate structure and being
based in or having the majority of the company’s operations in China after the business
combination poses to investors. In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks
in the proxy statement. For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence the combined
company's operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a
material change in the combined company's operations and/or the value of its securities.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder the combined
company's ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
Catalyst stockholders may not realize a benefit from the Contributions commensurate with the
ownership dilution . . . ., page 29
22.Please revise here to disclose the amounts and sources of dilution pursuant to the
Contributions.
Risks Related to BC’s Business Operations in the PRC
The Chinese government may intervene in or influence BC's operations at any time, which could
result in a change in BC's operations., page 87
23.Please revise here to disclose that the risks discussed under this heading could
significantly limit or completely hinder the combined company’s ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
24.We note your disclosure on page 250 where you discuss the CSRC published Trial
Measures. Please disclose how, if at all, the Trial Measures apply to this transaction,
whether you and relevant parties to this transaction have complied with the obligations
under the Trial Measures, and the risks to investors of non-compliance.

 FirstName LastNameNassim Usman, Ph.D.
 Comapany NameCatalyst Biosciences, Inc.
 April 27, 2023 Page 6
 FirstName LastName
Nassim Usman, Ph.D.
Catalyst Biosciences, Inc.
April 27, 2023
Page 6
Risks Related to the Combined Company
The certificate of incorporation and bylaws of the combined company will provide that the Court
of Chancery of the State of Delaware . . . ., page 101
25.We note that your forum selection provision of the combined company will identify the
Court of Chancery of the State of Delaware as the exclusive forum for certain litigation,
including any “derivative action.” Please disclose whether this provision will apply to
actions arising under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If the provision applies to Securities
Act claims, please also revise your proxy statement to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also
ensure that the exclusive forum provision in the governing documents states this clearly,
or tell us how you will inform investors in future filings that the provision does not apply
to any actions arising under the Securities Act or Exchange Act.
The Contributions
Catalyst's Background of the Contributions, page 114
26.Please revise here to discuss the negotiations between the parties leading to Nassim
Usman, Ph.D. remaining as a director and Seline Miller remaining as an executive officer
of the combined company.
Opinion of Catalyst's Financial Advisor, page 118
27.Please revise here to disclose whether there were any material changes made to the draft
documents reviewed by Raymond James disclosed on page 119. If so, disclose those
changes.
28.We note you state here that the Raymond James fairness opinion is attached to this proxy
statement as Annex C. Annex C appears to be an accounting consent and the full text of
the opinion does not appear elsewhere in the proxy stat