UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 1, 2023, Alicia Grande, the Chief Financial Officer (“CFO”) of Catalyst Pharmaceuticals, Inc. (the “Company”) informed the Company of her intent to retire as the Company’s CFO at the end of 2023. In her letter to the Company, Ms. Grande reported that her decision to retire as the Company’s CFO was not the result of any disagreements between Ms. Grande, on the one hand, and the Company, the Company’s management, or the Company’s Board of Directors, on the other hand, as to any matter relating to the Company’s operations, finances, policies, or practices. Ms. Grande will continue to serve as a consultant to the Company through December 31, 2024 in order to assist the Company in a smooth transition.
On December 4, 2023, the Company announced the appointment of Michael W. Kalb as the Company’s Executive Vice President and CFO, effective January 1, 2024. Mr. Kalb, age 53, has more than 30 years of experience in the pharmaceutical and financial service industries. Prior to joining the Company, (i) from May 2023 until December 2023, Mr. Kalb served as Chief Financial Officer of Impel Pharmaceuticals, a commercial-stage biopharmaceutical company developing therapies for people suffering from diseases with high unmet medical needs, (ii) from November 2022 to March 2023, Mr. Kalb served as Executive Vice President and Chief Financial officer of CinCor Pharma, Inc., a clinical stage biopharmaceutical company focused on developing treatments for cardiovascular diseases, and (iii) from June 2016 to June 2022, Mr. Kalb served as Senior Vice President and Chief Financial Officer of Amarin Corporation plc, a multinational biopharmaceutical company focused on the commercialization and development of therapeutics to improve cardiovascular health. Prior to that, Mr. Kalb served in several financial senior management positions at Taro Pharmaceutical Industries, Ltd., including as Group Vice President and Chief Financial Officer, and as a Director in the Accounting and Financial Consulting Group of Huron Consulting Group Inc. His experience also includes over ten years of public accounting experience, principally at Ernst and Young. Mr. Kalb holds a B.S. in Accounting from the State University of New York at Albany School of Business. Mr. Kalb is a certified public accountant.
In connection with his appointment, the Company’s Board of Directors has agreed that Mr. Kalb will receive the following compensation for his services in 2024:
| • | An annual base salary of $525,000, with eligibility for annual increases to base salary in subsequent years if such increases are approved by the Compensation Committee of the Board of Directors; and |
| • | A cash bonus of up to 50% of his base salary based upon the satisfaction of individual and/or Company performance metrics (to be determined annually by the Compensation Committee of the Board of Directors). |
Additionally, effective on the date he joins the Company, Mr. Kalb will receive a grant of stock options and RSUs (at an 80/20 ratio, respectively) with a total value of $3.0 million (to be determined based on a Black Scholes valuation model). The stock options and restricted stock units granted to Mr. Kalb will vest in five equal annual installments, with the first installment vesting on January 1, 2025 and each year thereafter on the same date. Further, upon becoming the Company’s CFO, Mr. Kalb will be designated as a participant under the Company’s Executive Severance and Change in Control Plan, which provides certain benefits to designated employees in the event that they are terminated without “Cause” (as defined in that plan), if they terminate their employment with the Company for “Good Reason” (as defined in that plan), or in the event of a “Change in Control” (as defined in that plan).
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On December 4, 2023, the Company issued a press release announcing (i) Ms. Grande’s intent to retire as the Company’s CFO at the end of 2023, and (ii) Mr. Kalb’s appointment as Executive Vice President and CFO of the Company effective January 1, 2024. In the same press release, the Company reported the promotion, effective on January 1, 2024, of Dr. Steven Miller to Executive Vice President, Chief Operating and Scientific Officer and of Jeffrey Del Carmen to Executive Vice President, Chief Commercial Officer. A copy of the Company’s press release reporting these matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press release issued by the Company on December 4, 2023. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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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: December 7, 2023
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Exhibit 99.1
Catalyst Pharmaceuticals Announces Appointment of Michael W. Kalb as Chief Financial Officer and Other Executive Promotions
Ms. Alicia Grande, Catalyst’s Current CFO, to Retire at the End of 2023
Dr. Steven Miller Promoted to Executive Vice President, Chief Operating and Scientific Officer and Jeffrey Del Carmen Promoted to Executive Vice President, Chief Commercial Officer
CORAL GABLES, Fla., December 4, 2023 - Catalyst Pharmaceuticals, Inc. (“Catalyst” or “Company”) (Nasdaq: CPRX) today announced the appointment of Michael W. Kalb as its Executive Vice President and Chief Financial Officer, effective on January 1, 2024. Mr. Kalb will report directly to the Company’s Chief Executive Officer and will serve as a member of the Company’s executive leadership team. Mr. Kalb’s distinguished career in finance spans over three decades in the pharmaceutical and financial services sector. He succeeds Ms. Alicia Grande, who will retire from the Company at the end of this year.
“Allie has been an invaluable contributor through a tremendous period of growth and evolution for Catalyst,” stated Patrick J. McEnany, Catalyst’s Chairman and CEO. “We thank her for her dedicated service as CFO and for her guiding hand over the last 16 years. We are pleased that Allie will continue to assist the company as an advisor through a transition period ending on December 31, 2024.”
“We are delighted to welcome Michael to our team, an accomplished pharmaceutical executive with a wealth of experience in finance, capital allocation, strategic transactions, and operational management,” Mr. McEnany continued. “His profound industry acumen and proven value-creation track record are assets we look forward to leveraging to drive transformative contributions that will enhance our Company’s near and long-term growth.”
“This is an exciting time to be joining Catalyst during a pivotal period in the Company’s growth, expansion, and transformation,” commented Mr. Kalb. “I look forward to actively collaborating with the Catalyst team to propel our initiatives, leverage our strengths, and capitalize on the opportunities to contribute to the overall progress of the business.”
Mr. Kalb brings extensive financial expertise to Catalyst, backed by his distinguished career in senior financial leadership roles. Before joining the Company, Mr. Kalb served as Chief Financial Officer at Impel Pharmaceuticals, Inc., and previously served as Executive Vice President and Chief Financial Officer of CinCor Pharma, Inc. Further, Mr. Kalb served as Senior Vice President and Chief Financial Officer of Amarin Corporation plc, where he contributed to its significant
revenue growth, increased market capitalization, and successfully led multiple financing rounds of varying sizes and structures. Before his tenure at Amarin, Mr. Kalb served in several financial senior management positions at Taro Pharmaceutical Industries, Ltd., including as Group Vice President and Chief Financial Officer, and as a Director in the Accounting and Financial Consulting Group of Huron Consulting Group Inc. His experience also includes over ten years of public accounting experience, principally at Ernst and Young. Mr. Kalb holds a B.S. in Accounting from the State University of New York at Albany, School of Business. Mr. Kalb is a certified public accountant.
Additionally, we are pleased to announce that effective on January 1, 2024, Dr. Steven Miller will be promoted to Executive Vice President, Chief Operating and Scientific Officer and Jeffrey Del Carmen will be promoted to Executive Vice President, Chief Commercial Officer.
About Catalyst Pharmaceuticals
With exceptional patient focus, Catalyst is committed to developing and commercializing innovative first-in-class medicines that address rare neurological and epileptic diseases. Catalyst’s flagship U.S. commercial product is FIRDAPSE® (amifampridine) Tablets 10 mg, approved for the treatment of Lambert Eaton myasthenic syndrome (“LEMS”) for adults and for children ages six to seventeen. In January 2023, Catalyst acquired the U.S. commercial rights to FYCOMPA® (perampanel) CIII, a prescription medicine approved in people with epilepsy aged four and older alone or with other medicines to treat partial-onset seizures with or without secondarily generalized seizures and with other medicines to treat primary generalized tonic-clonic seizures for people with epilepsy aged 12 and older. Further, Canada’s national healthcare regulatory agency, Health Canada, has approved the use of FIRDAPSE for the treatment of adult patients in Canada with LEMS. Finally, on July 18, 2023, Catalyst acquired an exclusive license for North America for AGAMREE® (vamorolone) oral suspension 40 mg/mL, a novel corticosteroid treatment for Duchenne Muscular Dystrophy. AGAMREE previously received FDA Orphan Drug and Fast Track designations and was approved by the FDA for commercialization in the U.S. on October 26, 2023.
For more information about Catalyst Pharmaceuticals, Inc., visit the Company’s website at www.catalystpharma.com. For Full Prescribing and Safety Information for FIRDAPSE®, visit www.firdapse.com. For Full Prescribing Information, including Boxed WARNING for FYCOMPA®, please visit www.fycompa.com. For Full Prescribing Information for AGAMREE, please visit https://www.agamree.com/.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which may cause Catalyst’s actual results in future periods to differ materially from forecasted results. A number of factors, including those factors described in Catalyst’s Annual Report on Form 10-K for the fiscal year 2022 and its other filings with the U.S. Securities and Exchange Commission (“SEC”), could adversely affect Catalyst. Copies of Catalyst’s filings with the SEC are available from the SEC, may be found on Catalyst’s website, or may be obtained upon request from Catalyst. Catalyst does not undertake any obligation to update the information contained herein, which speaks only as of this date.
Source: Catalyst Pharmaceuticals, Inc.
Investor Contact
Mary Coleman, Catalyst Pharmaceuticals, Inc.
(305) 420-3200
mcoleman@catalystpharma.com
Media Contact
David Schull, Russo Partners
(858) 717-2310
david.schull@russopartnersllc.com