Item 1.01
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Entry into a Material Definitive Agreement
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On November 28, 2017, Catalyst
Pharmaceuticals, Inc. (the
Company
) entered into an Underwriting Agreement (the
Underwriting Agreement
) with Piper Jaffray & Co. (the
Underwriter
), as representative of the
underwriters named in Schedule I to the Underwriting Agreement, relating to the sale (the
Offering
) of shares of the Companys common stock, par value $0.001 per share. Pursuant to the Underwriting Agreement, the Company
agreed to issue and sell 14,285,715 shares of its common stock (the
Shares
) to the Underwriter at a public offering price of $3.50 per share. Pursuant to the Underwriting Agreement, the Company also granted the underwriter the
right to purchase an additional 2,142,857 shares of common stock at the same price within 30 days of November 28, 2017, to cover over-allotments, if any.
The Company expects the offering to close on November 30, 2017, subject to the satisfaction of customary closing conditions. The net
proceeds to the Company are expected to be approximately $46.6 million, after deduction of the underwriting discount and after deducting estimated offering expenses payable by the Company, or approximately $53.6 million if the underwriters
exercise their over-allotment option in full. The Company intends to use the net proceeds of the Offering (i) to fund clinical studies of Firdapse
®
for the treatment of MuSK-antibody
positive Myasthenia Gravis (MuSK-MG) and Spinal Muscular Atrophy (SMA), (ii) to fund
pre-commercial
activities for Firdapse
®
, and (iii) for general
corporate purposes.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary
conditions to closing, indemnification obligations of the Company and the Underwriter, including with respect to liabilities under the Securities Act of 1933, as amended, as well as customary termination provisions.
The foregoing is only a brief description of the material terms of the Underwriting Agreement and does not purport to be a complete
description of the rights and obligations of the parties hereunder and is qualified in its entirety by reference to the Underwriting Agreement, which is filed hereto as Exhibit 1.1 and incorporated by reference herein.
The legal opinion, including the related consent, of Akerman LLP relating to the issuance of the shares is filed as Exhibit 5.1 to this
Current Report on Form
8-K.
On November 27, 2017, the Company issued a press release
announcing the commencement of the Offering. On November 28, 2017, the Company issued a press release announcing the specific terms and conditions of the Offering. Each of these press releases are attached as Exhibits 99.1 and 99.2,
respectively, to this Current Report on Form
8-K
and are incorporated herein by reference.