{"url_path":"/sec/cprx/8-k/2026-07-16/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1369568/0001193125-26-304984-index.html","accession_number":"0001193125-26-304984","cik":"0001369568","ticker":"CPRX","issuer_name":"CATALYST PHARMACEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1369568/0001193125-26-304984-index.html","primary_entity_key":"0001369568","primary_entity_name":"CATALYST PHARMACEUTICALS, INC."},"word_count":806,"has_tables":true,"body_markdown":"8-K\n\nNASDAQ false 0001369568 --12-31 0001369568 2026-07-15 2026-07-15\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPURSUANT TO SECTION 13 OR 15(d)\n\nOF THE SECURITIES EXCHANGE ACT OF 1934\n\nDate of Report (Date of Earliest Event Reported): July 15, 2026\n\n \n\n \n\nCATALYST PHARMACEUTICALS, INC.\n\n(Exact Name Of Registrant As Specified In Its Charter)\n\n \n\n \n\n \n\nDelaware\n \n001-33057\n \n76-0837053\n\n(State or other jurisdiction\n\nof incorporation)\n\n \n\n(Commission\n\nFile Number)\n\n \n\n(I.R.S. Employer\n\nIdentification No.)\n\n \n\n355 Alhambra Circle\n \n\nSuite 801\n\nCoral Gables, Florida\n\n \n33134\n\n(Address of principal executive offices)\n \n(Zip Code)\n\nRegistrant’s telephone number, including area code: (305) 420-3200\n\nNot Applicable\n\nFormer Name or Former address, if changed since last report\n\n \n\n \n\nCheck 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:\n\n \n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of Each Class\n\n \n\nName of Exchange\n\non Which Registered\n\n \n\nTicker\n\nSymbol\n\nCommon Stock, par value $0.001 per share\n \nNASDAQ Capital Market\n \nCPRX\n\nIndicate 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).\n\nEmerging Growth Company ☐\n\nIf 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. ☐\n\n \n\n \n\n \n\nIntroductory Note\n\nAs 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”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.\n\nPursuant to the Merger Agreement, on July 15, 2026, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”).\n\nAt the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.001 per share (the “Shares” or “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than Canceled Shares and Dissenting Shares) was canceled and converted into the right to receive $31.50 per Share in cash, without interest thereon (the “Merger Consideration”) and subject to any applicable tax withholding.\n\nPursuant to the Merger Agreement:\n\n \n\n \n\n•\n\n \n\nOptions. At the Effective Time, each option to purchase Shares that was then outstanding and unexercised, whether or not vested and which had a per Share exercise price that was less than the Merger Consideration (each, an “In the Money Option”), was deemed fully vested and canceled, and converted into the right of the holder thereof to receive a cash payment equal to (x) the excess of (i) the Merger Consideration over (ii) the exercise price payable per Share under such In the Money Option, multiplied by (y) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time (without regard to vesting). In addition, at the Effective Time, each option to purchase Shares with a per Share exercise price equal to or greater than the Merger Consideration that was then outstanding and unexercised, whether or not vested, was canceled with no consideration payable in respect thereof.\n\n \n\n \n\n•\n\n \n\nRestricted Stock Units. At the Effective Time, each then outstanding restricted stock unit of the Company was deemed fully vested and canceled and converted into the right of the holder thereof to receive a cash payment equal to (x) the Merger Consideration multiplied by (y) the number of Shares subject to such restricted stock unit immediately prior to the Effective Time.\n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2026 and the terms of which are incorporated herein by reference."}