SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 21, 2019
CATALYST PHARMACEUTICALS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
(State or other jurisdiction
355 Alhambra Circle
Coral Gables, Florida
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (305) 420-3200
Former Name or Former address, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Exchange
on Which Registered
|Common Stock, par value $0.001 per share||NASDAQ Capital Market||CPRX|
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 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate 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).
Emerging Growth Company ☐
If 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. ☐
|Item 5.03|| |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 21, 2019, the Board of Directors (the Board) of Catalyst Pharmaceuticals, Inc. (the Company) adopted an amendment (the Amendment) to the Companys Bylaws. The Amendment became effective upon adoption.
The Amendment adopts majority voting for members of the Board of Directors on a going-forward basis. In uncontested elections of directors, beginning with the 2020 annual meeting of stockholders, Board members shall be elected by a majority of the votes cast by the holders of shares entitled to vote in the election of directors at such meeting. For contested elections, Board members shall continue to be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at such meeting.
The foregoing description of the Amendment does not purport to be complete and is qualified by reference to the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
|3.1||Amendment No. 1 to the Companys Bylaws adopted by the Board of Directors of the Company on November 21, 2019|
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|
Vice President, Treasurer and CFO
Dated: November 27, 2019
AMENDMENT NO. 1 TO THE BY-LAWS OF
CATALYST PHARMACEUTICALS, INC.
WHEREAS, Article IX, Section 1 of the Certificate of Incorporation of Catalyst Pharmaceuticals, Inc. (the Corporation) and Section 7.6 of the current By-Laws of the Corporation (the By-Laws) provide that the By-Laws may be amended by the Corporations Board of Directors (the Board of Directors); and
WHEREAS, the Board of Directors is desirous of amending the By-Laws.
NOW, THEREFORE, the By-Laws of the Corporation are hereby amended as follows:
1. Section 1.7 of the By-Laws is hereby amended by deleting that section in its entirety and substituting in lieu thereof the following:
Section 1.7 Voting; Proxies
(A) Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.
(B) Unless authorized by law, the certificate of incorporation, or these by-laws, the election of directors shall be decided by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election; provided, however, that if the Secretary of the Corporation determines that the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on such election of directors. For purposes of this Section 1.7(B), a majority of the votes cast means that the number of votes for a nominee must exceed the votes cast against such nominees election, without taking into account abstentions
or broker non-votes. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee shall not be elected. The Nominating and Corporate Governance Committee has established procedures under which a director standing for reelection in an uncontested election must tender a resignation conditioned on the incumbent directors failure to receive a majority of the votes cast. If an incumbent director who is standing for re-election does not receive a majority of the votes cast, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the committees recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certification of the election results. The director who fails to receive a majority vote will not participate in the committees recommendation or the Board of Directors decision.
(C) All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.
2. In all other respects, the By-Law remain in full force and effect.
The foregoing Amendment No. 1 to the Bylaws of the Corporation was adopted by the Board of Directors on November 21, 2019.