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):
(Exact Name Of Registrant As Specified In Its Charter)
(State or other jurisdiction
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code:
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
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))
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 5.02(e)|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Company’s 2020 Annual Meeting of Stockholders held on August 20, 2020, Patrick J. McEnany, Charles B. O’Keeffe, David S. Tierney, Richard J. Daly and Donald A. Denkhaus were elected to the Company’s Board of Directors to serve until the 2021 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.
Director Philip H. Coelho failed to receive a sufficient number of votes for re-election to the Board of Directors. See Item 5.07 below. Pursuant to the Company’s Bylaws, as amended, Mr. Coelho has tendered his resignation as a member of the Board of Directors, effective upon the determination of the Board of Directors whether to accept or reject such resignation. The Nominating and Corporate Governance Committee of the Board of Directors, without the participation of Mr. Coelho, will review the matter and make a recommendation to the full Board of Directors, who will, without the participation of Mr. Coelho, determine whether to accept or reject the resignation. The Company will announce the decision and the reasons therefor in a Current Report on Form 8-K on or before November 18, 2020, the date which is ninety (90) days from the date of the Annual Meeting.
|Item 5.03|| |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 15, 2020, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 150,000,000 shares to 200,000,000 shares, (the “Amendment”,) subject to stockholder approval at the Company’s 2020 Annual Meeting of Stockholders to be held on August 20, 2020. On August 20, 2020, the Company’s stockholders approved the Amendment. See Item 5.07 below. The Amendment became effective upon filing with the Delaware Secretary of State on August 21, 2020.
|Item 5.07|| |
Submission of Matters to a Vote of Security Holders
On August 20, 2020, the Company held its Annual Meeting of Stockholders via teleconference. The final voting results on the matters considered at the meeting are as follows:
1. Election of Directors:
|Name||Votes For||Votes Against||
Patrick J. McEnany
Philip H. Coelho
Charles B. O’Keeffe
David S. Tierney
Donald A. Denkhaus
Richard J. Daly
2. Approval of an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of common stock from 150,000,000 shares to 200,000,000 shares:
3. Approval of an amendment to the Company’s 2018 Stock Incentive Plan increasing the number of shares authorized under the plan by 2,500,000 shares (from 7,500,000 shares to 10,000,000 shares):
4. Ratification of an extension of the Company’s Stockholders’ Rights Plan until September 20, 2022:
5. Approval, on an advisory basis, of 2018 compensation of our named executive officers
6. Ratification of the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:
|Item 8.01|| |
As a result of the failure of the Company’s stockholders to ratify the extension of the Company’s Stockholder’s Rights Plan until September 22, 2022 on an advisory basis (See Item 5.07 above), the Board of Directors will discuss the matter and determine how to act upon the vote of its stockholders. The results of that discussion will be announced in a future Current Report on Form 8-K.
|Item 9.01|| |
Financial Statements and Exhibits
|3.1||Amendment to Certificate of Incorporation|
|4.1||Amendment No. 2 to Rights Agreement, dated as of August 28, 2019, between the Company and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 28, 2019)|
|10.1||Amendment No. 1 to 2018 Stock Incentive Plan (incorporated by reference to Annex B to the Company’s Definitive Proxy Statement dated July 6, 2020)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.|
Vice President, Treasurer and CFO
Dated: August 21, 2020
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
OF CATALYST PHARMACEUTICALS, INC.
a Delaware Corporation
Pursuant to the Delaware General Corporation Law (the DGCL), the Certificate of Incorporation of CATALYST PHARMACEUTICALS, INC., a Delaware Corporation (hereinafter referred to as the Corporation) is amended as follows:
The first paragraph of Article IV of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:
The total number of shares of capital stock which the corporation shall have the authority to issue is 205,000,000, of which (i) 200,000,000 shares shall be common stock, par value $0.001 per share (the Common Stock), and (ii) 5,000,000 shares shall be preferred stock, par value $0.001 per share (the Preferred Stock).
Except as provided for above, the Certificate of Incorporation of the Corporation shall remain unchanged.
On June 15, 2020, the Board of Directors of the Corporation approved these changes that are being made to the Certificate of Incorporation and recommended such changes to the stockholders of the Corporation. These changes were approved by the stockholders of the Corporation at the Corporations Annual Meeting of Stockholders held on August 20, 2020.
This amendment shall become effective upon its filing with the Secretary of State of Delaware.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Amendment to Certificate of Incorporation of the Corporation this 21st day of August, 2020.
|CATALYST PHARMACEUTICALS, INC.|
|Patrick J. McEnany, President|