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Catalyst4 builds 49.9% MapLight (MPLT) stake in private share deal

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

MapLight Therapeutics, Inc. (MPLT) is the subject of this amended Schedule 13D, which updates the ownership position of Catalyst4, Inc. and related reporting persons following a private investment in public equity (PIPE). On August 13, 2026, Catalyst4 agreed to purchase 4,400,000 shares of MapLight voting common stock plus accompanying Pre-Funded Warrants to acquire up to 2,928,686 additional shares, at a purchase price of $11.38 per share of common stock; the warrant price equals that amount minus $0.0001 per underlying share. The PIPE closed on August 14, 2026 for an aggregate purchase price of $83,400,153.82, funded from Catalyst4’s working capital. Catalyst4 and affiliated reporting persons now report beneficial ownership of 27,536,011 shares, or 49.9% of MapLight’s voting common stock, based on 55,077,530 shares deemed outstanding, including 2,229,322 warrant shares exercisable within 60 days, subject to a 49.99% beneficial ownership cap.

Positive

  • None.

Negative

  • None.

Filing Explained

Catalyst4’s reported 49.9% stake excludes 699,364 warrant shares blocked by the 49.99% ownership cap.

The completed PIPE places 4,400,000 voting shares with Catalyst4 and related reporting persons at a reported 49.9% stake; the additional shares can reduce existing holders’ percentage ownership if issued. The filing’s key qualification is that 699,364 warrant shares are excluded because exercising them would breach the 49.99% ownership cap.

The pre-funded warrants are exercisable at any time and do not expire until fully exercised, but only 2,229,322 shares are included in beneficial ownership because they are exercisable within 60 days of August 14, 2026.

The purchasers also entered a Registration Rights Agreement. This amendment points to the issuer’s August 14, 2026 Form 8-K and the agreement itself for the detailed resale-registration terms.

As of June 30, 2026, before the August 14 closing, MapLight reported cash and equivalents of $71,633,000 and operating cash outflow of $44,870,000 for the quarter; the cash balance equals 143.7 days of the last reported operating cash use.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $71,633,000 / ($44,870,000 / 90) = [object Object]
Aggregate purchase price $83,400,153.82 Total paid by Catalyst4 in the PIPE Offering for shares and Pre-Funded Warrants
Shares beneficially owned 27,536,011 shares Voting common stock beneficially owned by Catalyst4 and reporting persons
Ownership percentage 49.9% Percent of MapLight voting common stock beneficially owned by reporting persons
Purchase price per share $11.38 per share Price paid per share of MapLight voting common stock in the PIPE Offering
Common shares purchased 4,400,000 shares Number of voting common shares purchased by Catalyst4 under the Securities Purchase Agreement
Pre-Funded Warrants 2,928,686 warrants Maximum number of shares of voting common stock underlying Pre-Funded Warrants purchased
Exercisable warrant shares included 2,229,322 shares Warrant shares exercisable within 60 days of August 14, 2026 counted in ownership
Shares deemed outstanding 55,077,530 shares Baseline used to calculate 49.9% ownership, including outstanding and certain warrant shares
PIPE Offering financial
"shares acquired in the PIPE Offering (as defined below) by the Reporting Persons"
Pre-Funded Warrants financial
"accompanying pre-funded warrants to purchase up to 2,928,686 shares of voting"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Securities Purchase Agreement financial
"entered into a securities purchase agreement, which is filed as Exhibit 99.4"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Registration Rights Agreement financial
"entered into a Registration Rights Agreement (the "Registration Rights Agreement")"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
beneficially owned financial
"The percentage is based on 55,077,530 shares of voting common stock outstanding"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

What percentage of MapLight Therapeutics (MPLT) does Catalyst4 now beneficially own?

Catalyst4 and affiliated reporting persons beneficially own 27,536,011 shares of MapLight, representing 49.9% of the voting common stock. This percentage is based on 55,077,530 shares deemed outstanding, including certain warrant shares exercisable within 60 days.

How many MapLight (MPLT) shares and warrants did Catalyst4 buy in the PIPE Offering?

Catalyst4 agreed to purchase 4,400,000 shares of MapLight voting common stock and Pre-Funded Warrants to acquire up to 2,928,686 additional shares. These securities were acquired under a Securities Purchase Agreement dated August 13, 2026.

What was the total amount Catalyst4 invested in MapLight (MPLT) in this PIPE?

Catalyst4 paid an aggregate purchase price of $83,400,153.82 for the shares and Pre-Funded Warrants. The source of funds was working capital of Catalyst4, as disclosed in the amended Schedule 13D filing.

What is the purchase price and warrant pricing in the MapLight (MPLT) PIPE Offering?

The purchase price for MapLight voting common stock was $11.38 per share. The Pre-Funded Warrants were priced at the same purchase price minus $0.0001 per share underlying the warrants, reflecting the nominal exercise price structure.

How many MapLight (MPLT) shares are counted as outstanding for Catalyst4’s 49.9% ownership?

The 49.9% ownership is calculated on 55,077,530 shares of voting common stock. This includes 52,848,208 shares outstanding as of August 14, 2026 plus 2,229,322 shares issuable upon warrant exercise within 60 days.

Why are some MapLight (MPLT) warrant shares excluded from Catalyst4’s beneficial ownership?

A total of 699,364 warrant shares are excluded because the Pre-Funded Warrants cannot be exercised if doing so would cause Catalyst4 and attribution parties to exceed a 49.99% beneficial ownership cap in MapLight’s voting common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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56565P103

(CUSIP Number)
Robert Brown
c/o Catalyst4, Inc., 555 Bryant Street #376
Palo Alto, CA, 94301
(650) 812-2614


Kenneth A, Clark
Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road
Palo Alto, CA, 94304
650-493-9300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/14/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
*With respect to rows 7 and 9, includes 25,306,689 shares of voting common stock held by the Reporting Person and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares. With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
*With respect to rows 8 and 10, includes 25,306,689 shares of voting common stock held by Catalyst4, Inc. and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares. With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
*With respect to rows 8 and 10, includes 25,306,689 shares of voting common stock held by Catalyst4, Inc. and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares. With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
*With respect to rows 8 and 10, includes 25,305,689 shares of voting common stock held by Catalyst4, Inc. and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares. With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.


SCHEDULE 13D


Catalyst4, Inc.
Signature:/s/ Robert Brown
Name/Title:Robert Brown, President
Date:08/18/2026
Robert Brown
Signature:/s/ Robert Brown
Name/Title:Robert Brown
Date:08/18/2026
Ekemini Riley
Signature:/s/ Ekemini Riley
Name/Title:Ekemini Riley
Date:08/18/2026
Mark Vorsatz
Signature:/s/ Mark Vorsatz
Name/Title:Mark Vorsatz
Date:08/18/2026