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): February 19, 2015
CATALYST PHARMACEUTICAL PARTNERS, 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 1500 Coral Gables, Florida |
33134 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code: | (305) 529-2522 | |||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (d) | Election of New Directors |
On February 19, 2015, the Board of Directors (the “Board”) of Catalyst Pharmaceutical Partners, Inc. (the “Company”), in conformity with the Company’s bylaws, increased the size of the Board from five members to six members and appointed Richard J. Daly and Donald A. Denkhaus to fill the two vacancies on the Board. Each new director will serve until the Company’s 2015 annual meeting of stockholders or until their resignation or death, if earlier, and each (along with the Company’s other directors) will be considered for election by the Company’s stockholders at the Company’s 2015 annual meeting.
There is no family relationship between either Mr. Daly or Mr. Denkhaus, on the one hand, and any of the Company’s other officers or directors, on the other hand. Further, there are no understandings or arrangements between Mr. Daly or Mr. Denkhaus, on the one hand, and any other person, on the other hand, pursuant to which Mr. Daly or Mr. Denkhaus were selected as directors. Finally, there have been no transactions, since the beginning of the Company’s last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and as to which the amount exceed $120,000, in which either Mr. Daly or Mr. Denkhaus had or will have a direct or indirect material interest.
At the Board meeting at which they were appointed, the Board appointed Mr. Daly to serve on the Compensation Committee and Nominating and Corporate Governance Committee of the Board and Mr. Denkhaus to serve on the Audit Committee and Nominating and Corporate Governance Committee of the Board. Mr. Denkhaus, who qualifies as an audit committee financial expert, was also appointed to serve as the Chair of the Audit Committee.
On February 19, 2015, the Company issued a press release announcing the appointment of Mr. Daly and Mr. Denkhaus to the Board. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press release issued by the Company on February 19, 2015 |
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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 Pharmaceutical Partners, Inc. | ||
| By: | /s/ Alicia Grande | |
| Alicia Grande | ||
| Vice President, Treasurer and CFO | ||
Dated: February 20, 2015
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Catalyst Pharmaceuticals Announces Appointment of Richard J. Daly and
Donald A. Denkhaus to its Board of Directors
CORAL GABLES, Fla., Feb 19, 2015 — Catalyst Pharmaceutical Partners, Inc. (Nasdaq:CPRX), (Catalyst Pharmaceuticals), a biopharmaceutical company focused on developing and commercializing innovative therapies for people with rare debilitating diseases, today announced the appointment of Richard J. Daly and Donald A. Denkhaus to the Company’s Board of Directors.
“Catalyst is pleased to welcome such exceptional and successful pharmaceutical business leaders to its board, adding additional financial, operational and commercial expertise as we transform from a clinical stage company to a commercial operation,” said Patrick J. McEnany, Chairman and CEO of Catalyst.
Richard J. Daly
Mr. Daly has over 20 years of commercial pharmaceutical experience working in positions of progressive responsibility in sales, marketing and operations. Recently, Mr. Daly was the President of U.S. Diabetes for the joint alliance between Bristol-Myers Squibb and AstraZeneca. In the past Mr. Daly was a founding partner and board member of SagePath Partners LLC, a commercial outsourcing provider to the pharmaceutical industry. During his recent tenure at Takeda Pharmaceuticals he served as Executive Vice President with P&L responsibility for businesses across the U.S., Canada, and Central/South America. Earlier in his career, he served in the sales organizations at Merrell-Dow Pharmaceuticals (now part of Sanofi) and TAP Pharmaceuticals (formerly a division of Abbott Labs) in sales, marketing, operations and senior leadership positions at TAP and Takeda. Mr. Daly holds a BS in Microbiology from The University of Notre Dame and an MBA from Northwestern University’s Kellogg School of Management.
Donald A. Denkhaus
Mr. Denkhaus is a senior financial executive and CPA with forty years of broad-based business experience. He was a member of the Board of Directors of Noven Pharmaceuticals, Inc., a specialty pharmaceutical company focused on woman’s health and psychiatry from 2004 until it was sold in August 2009. He served as chairman of Noven’s Audit Committee and meets the SEC requirements as an “audit committee financial expert”. Mr. Denkhaus was with Arthur Andersen, global professional services firm, from 1970 to 2002, where he spent 22 years as an audit partner, including serving several publicly-held South Florida pharmaceutical companies. From 2010 through 2013 he was Chairman of Nuovo Biologics, LLC, a privately held company that is developing an antiviral drug, initially for animal use. Additionally, Mr. Denkhaus is currently chairman and chief financial officer of a privately-held company that provides dubbing and subtitling to the television industry. He received a Masters of Business Administration degree with a major in finance from the University of Maryland and a Bachelors of Business Administration with a major in accounting from Kent State University.
About Catalyst Pharmaceuticals
Catalyst Pharmaceuticals is a biopharmaceutical company focused on developing and commercializing innovative therapies for people with rare debilitating diseases, including Lambert-Eaton Myasthenic Syndrome (LEMS), infantile spasms, and Tourette Syndrome. Catalyst’s lead candidate, Firdapse™ for the treatment of LEMS, recently completed testing in a global, multi-center, pivotal Phase 3 trial resulting in positive top-line data. Firdapse™ for the treatment of LEMS has received Breakthrough Therapy Designation from the U.S. Food and Drug Administration (FDA). Firdapse™ is the first and only European approved drug for symptomatic treatment in adults with LEMS.
Catalyst is also developing CPP-115 to treat infantile spasms, epilepsy and other neurological conditions associated with reduced GABAergic signaling, like post-traumatic stress disorder and Tourette Syndrome. CPP-115 has been granted U.S. orphan drug designation for the treatment of infantile spasms by the FDA and has been granted E.U. orphan medicinal product designation for the treatment of West Syndrome by the European Commission.
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 whether the receipt of breakthrough therapy designation for Firdapse™ will expedite the development and review of Firdapse™ by the FDA or the likelihood that the product will be found to be safe and effective, whether an NDA for Firdapse™ will ever be accepted for filing by the FDA, the timing of any such NDA filing or acceptance, whether Catalyst will be the first company to receive approval for amifampridine (3,4-DAP), giving it 7-year marketing exclusivity for its product, whether CPP-115 will be determined to be safe for humans, whether CPP-115 will be determined to be effective for the treatment of infantile spasm, post-traumatic stress disorder, Tourette Syndrome or any other indications, whether any of Catalyst’s product candidates will ever be approved for commercialization or successfully commercialized, and those other factors described in Catalyst’s Annual Report on Form 10-K for the fiscal year 2013 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.
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| Investor Contact Brian Korb The Trout Group LLC (646) 378-2923 bkorb@troutgroup.com |
Company Contact Patrick J. McEnany Catalyst Pharmaceuticals Chief Executive Officer (305) 529-2522 pmcenany@catalystpharma.com |
Media Contacts
David Schull
Matt Middleman, M.D.
Russo Partners
(212) 845-4271
(212) 845-4272
david.schull@russopartnersllc.com
matt.middleman@russopartnersllc.com
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