Current Report Filing (8-k)
September 20 2016 - 6:02AM
Edgar (US Regulatory)
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): September 19, 2016
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 1250
Coral Gables,
Florida
|
|
33134
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants 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))
|
Item 1.01
|
Entry into a Material Definitive Agreement
|
Item 3.03
|
Material Modifications to Rights of Security Holders
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
On September 19, 2016, the
Board of Directors of Catalyst Pharmaceuticals, Inc. (the
Company
) unanimously approved, and on the same date the Company entered into Amendment No. 1 to Rights Agreement (the
Amendment
), which amends that
certain Rights Agreement, dated as of September 20, 2011, between the Company and Continental Stock Transfer and Trust Company, as rights agent (the
Rights Agreement
).
Under the terms of the Amendment, the outside expiration date of the rights granted under the Rights Agreement has been extended from September 20, 2016 to
September 20, 2019. Additionally, as part of the Amendment, the Board adopted a Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of the Company to increase the number of shares of Series A Junior
Participating Preferred Stock of the Company available for issuance under the Rights Agreement from 500,000 shares to 1.5 million shares. A copy of the Certificate of Designation, Preferences and Rights, which will be filed with the Secretary of
State of the State of Delaware in the near future, is
Exhibit A
to the Amendment.
The Amendment was not adopted as a result of, or in response to,
any effort to acquire control of the Company.
A copy of the Amendment is Exhibit 4.1 to this Current Report on Form 8-K. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. A copy of the Rights Agreement and a description of its material terms was filed with the Securities and Exchange Commission in a Current
Report on Form 8-K on September 23, 2011.
Item 9.01
|
Financial Statements and Exhibits.
|
|
3.1
|
Form of Certificate of Designation, Preferences and Rights (included in Exhibit 4.1 as
Exhibit A
thereto).
|
|
4.1
|
Amendment No. 1 to Rights Agreement, dated as of September 19, 2016, between Catalyst Pharmaceuticals, Inc. and Continental Stock Transfer and Trust Company, as Rights Agent.
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
Catalyst Pharmaceuticals, Inc.
|
|
|
By:
|
|
/s/ Alicia Grande
|
|
|
Alicia Grande
|
|
|
Vice President, Treasurer and CFO
|
Dated: September 19, 2016
3
Catalyst Pharmaceuticals (NASDAQ:CPRX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Catalyst Pharmaceuticals (NASDAQ:CPRX)
Historical Stock Chart
From Apr 2023 to Apr 2024