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Catalyst Pharmaceuticals (NASDAQ: CPRX) investors back Angelini Pharma merger deal

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(High)
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(Neutral)
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8-K

Rhea-AI Filing Summary

Catalyst Pharmaceuticals reported that its stockholders approved the planned merger with Angelini Pharma, under which Catalyst will become a wholly owned subsidiary of Angelini. The merger proposal received 97,340,180 votes for, 1,143,815 against and 242,616 abstentions, satisfying a key closing condition in the Merger Agreement.

At the special meeting, 98,726,611 shares, or about 80.6% of the 122,417,458 shares outstanding as of the record date, were represented. Stockholders did not approve, on a non-binding advisory basis, the merger-related executive compensation proposal, but this does not affect completion of the merger. All current directors have indicated they will resign at the effective time of the merger.

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Insights

Stockholders cleared a key hurdle for Catalyst’s sale to Angelini Pharma.

The decisive approval of the merger proposal, with over 97 million votes in favor and very limited opposition, removes the primary shareholder-level obstacle to Catalyst becoming a wholly owned subsidiary of Angelini Pharma. This formalizes investor support for the change of control.

The separate, merger-related executive compensation proposal was rejected, but it was explicitly advisory and not a condition to closing, so it does not block the transaction. Directors have indicated they will resign at the effective time, which is typical when control transfers to a new parent.

Completion of the deal still depends on remaining conditions in the Merger Agreement, including regulatory and other approvals referenced in the forward-looking statements. Subsequent company communications and filings will detail the actual closing and any integration developments once conditions are satisfied.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding (record date) 122,417,458 shares Common stock outstanding as of June 3, 2026 record date
Shares represented at meeting 98,726,611 shares Approximately 80.6% of outstanding shares present or by proxy
Merger proposal votes for 97,340,180 votes Votes in favor of adopting the Merger Agreement
Merger proposal votes against 1,143,815 votes Votes against adopting the Merger Agreement
Merger proposal abstentions 242,616 votes Abstentions on the merger proposal
Compensation proposal votes for 30,504,686 votes Advisory merger-related compensation proposal support
Compensation proposal votes against 67,486,884 votes Advisory merger-related compensation proposal opposition
Compensation proposal abstentions 735,041 votes Abstentions on advisory compensation proposal
Agreement and Plan of Merger financial
"has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 6, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Agreement financial
"The Merger Proposal was approved by the holders of more than a majority of Catalyst’s outstanding common shares, which satisfies one of the closing conditions under the Merger Agreement"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Special Meeting financial
"the Company held virtually via live webcast a special meeting of its stockholders (the “Special Meeting”)"
A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.
non-binding, advisory basis financial
"To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
forward-looking statements regulatory
"contains certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995"
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FAQ

What did Catalyst Pharmaceuticals (CPRX) stockholders approve regarding the Angelini Pharma merger?
Stockholders approved the Merger Agreement under which Catalyst will merge with a subsidiary of Angelini Pharma and become its wholly owned subsidiary. This adoption of the merger proposal satisfies the required stockholder approval closing condition in the Merger Agreement.

How many Catalyst Pharmaceuticals (CPRX) shares voted on the Angelini merger proposal?
At the special meeting, 98,726,611 shares of Catalyst common stock were represented, about 80.6% of the 122,417,458 shares outstanding on the record date. Of these, 97,340,180 voted for the merger, 1,143,815 voted against, and 242,616 abstained.

Will Catalyst Pharmaceuticals (CPRX) directors remain after the Angelini Pharma merger closes?
Each current Catalyst director has indicated an intention to resign from the board and its committees, effective at the merger’s effective time. These anticipated resignations are tied to completion of the merger and are not due to any disagreement over operations, policies or practices.

What conditions still affect closing of the Catalyst Pharmaceuticals (CPRX) and Angelini Pharma merger?
While stockholder approval has been obtained, the merger remains subject to other conditions in the Merger Agreement. The forward-looking statements highlight potential regulatory reviews, possible termination events, and other customary risks that could delay or prevent consummation of the transaction.

Did Catalyst Pharmaceuticals (CPRX) need to adjourn its special meeting on the Angelini merger?
No. Although an adjournment proposal was included to allow extra time if votes were insufficient, it was not voted upon. Sufficient votes were already cast to adopt the Merger Agreement at the special meeting, so adjournment was unnecessary.
NASDAQ false 0001369568 0001369568 2026-07-08 2026-07-08
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 8, 2026

 

 

CATALYST PHARMACEUTICALS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

 

 

Delaware   001-33057   76-0837053

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

355 Alhambra Circle  

Suite 801

Coral Gables, Florida

   33134
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (305) 420-3200

Not Applicable

Former Name or Former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Name of Exchange

on Which Registered

  

Ticker

Symbol

Common Stock, par value $0.001 per share   NASDAQ Capital Market   CPRX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2026, Catalyst Pharmaceuticals, Inc., a Delaware corporation (“Catalyst” or the “Company”), has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 6, 2026, with Angelini Pharma S.p.A., an Italian Società per azioni (“Angelini Pharma” or “Parent”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

In connection with the anticipated consummation of the Merger and as contemplated by the Merger Agreement, each of the directors of the Company (Patrick J. McEnany; Richard J. Daly; Daniel J. Curran, M.D.; Donald A. Denkhaus; Molly Harper; Tamar Thompson; and David S. Tierney, M.D.) has indicated their intention to resign as a member of the board of directors of the Company and any committee thereof, as applicable, conditioned upon and effective as of the effective time of the Merger. These anticipated resignations are not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On July 8, 2026, the Company held virtually via live webcast a special meeting of its stockholders (the “Special Meeting”) to consider matters relating to the Company’s proposed merger transaction with Angelini Pharma, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on June 8, 2026, as amended and supplemented (the “Definitive Proxy Statement”).

As of the close of business on June 3, 2026, the record date established to determine Catalyst stockholders entitled to notice of and to vote at the Special Meeting, there were 122,417,458 shares of Company outstanding common stock. At the Special Meeting, 98,726,611 shares, or approximately 80.6% of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present either in person or by proxy. At the Special Meeting, the Company’s stockholders voted on the proposals listed below, with the Board of Directors of the Company recommending a vote “FOR” each of these proposals, as further described in the Definitive Proxy Statement. The final results for the votes regarding each proposal are set forth below.

Proposal 1: The Merger Proposal

To adopt the Merger Agreement, pursuant to the terms of which Merger Sub will merge with and into Catalyst, with Catalyst surviving the Merger as a wholly owned subsidiary of Angelini Pharma.

The following votes were cast at the Special Meeting (in person or by proxy) on the Merger Proposal:

 

Votes For   Votes
 Against 		   Abstentions
97,340,180   1,143,815   242,616

The Merger Proposal was approved by the holders of more than a majority of Catalyst’s outstanding common shares, which satisfies one of the closing conditions under the Merger Agreement for consummation of the Merger.

Proposal 2: The Compensation Proposal

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Catalyst’s named executive officers that is based on or otherwise relates to the Merger and/or the other transactions contemplated by the Merger Agreement.

The following votes were cast at the Special Meeting (in person or by proxy) on the Compensation Proposal:

 

Votes For   Votes
 Against 		   Abstentions
30,504,686   67,486,884   735,041

The Compensation Proposal was not approved by the requisite vote of Catalyst stockholders required to approve such proposal. However, approval of the Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger.

Proposal 3: The Adjournment Proposal

The proposal to adjourn the Special Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting since there were sufficient votes to approve the Merger Proposal.

Forward Looking Statements Disclaimer

This Current Report on Form 8-K contains certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as amended, related to the Company, Angelini Pharma and the proposed acquisition of the Company by Angelini Pharma (the “Transactions”) that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. In this Current Report on Form 8-K, the forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the Transactions; statements about the expected timetable for completing the Transactions; the Company’s plans, objectives, expectations and intentions; the financial condition, results of operations and business of the Company; the Company’s ability to commercialize its existing products and current and future product candidates; and the anticipated timing of closing of the Transactions. Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: consummating the Transactions and financing in the anticipated timeframe, if at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the possibility that competing acquisition proposals will be made; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions (or only grant approval subject to adverse conditions or limitations); the effects of the Transactions on relationships with employees, customers, suppliers, other business partners or governmental entities, including the risk that the Transactions adversely affect employee retention; the impact of competitive products and pricing; the risk that Angelini Pharma may not realize the potential benefits of the Transactions, including the possibility that the expected benefits from the proposed Transactions will not be realized or will not be realized within the expected time period and that Angelini Pharma and the Company will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the risks related to disruption of management’s time from ongoing business operations as a result of the Transactions; risks that the Transactions disrupt current plans and operations; obtaining and maintaining adequate coverage and reimbursement for the Company’s products; changes in the Company’s business during the period between announcement and closing of the Transactions; any legal proceedings and/or regulatory actions that may be instituted related to the Transactions; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; costs and expenses related to the Transactions; actual or contingent liabilities; the effects of the Transactions (or the announcement thereof) on the Company’s stock price and/or operating results; and the other risks and uncertainties discussed under the heading “Risk Factors” in the Company’s periodic reports filed with the SEC, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. These risks, as well as other risks associated with the Transactions, are more fully discussed in the Definitive Proxy Statement filed with the SEC in connection with the Transactions. While the list of factors presented here is, and the list of factors presented in the Definitive Proxy Statement is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. You should not place undue reliance on these statements. Actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements are based on information currently available to the Company and Angelini Pharma, and, except as required by applicable law, the Company and Angelini Pharma disclaim any obligation to update the information contained in this Current Report on Form 8-K as new information becomes available. All forward-looking statements in this Current Report on Form 8-K or made in connection therewith in writing or orally are qualified in their entirety by this cautionary statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Catalyst Pharmaceuticals, Inc.
Dated: July 8, 2026     By:  

/s/ Michael W. Kalb

      Name: Michael W. Kalb
      Title: Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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