ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State of jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
value $0.001 per share |
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(Title of each class) |
(Name of exchange on which registered) |
Large accelerated filer | ☐ | ☒ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging Growth Company |
Page |
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1 | ||||||
Item 10. |
Directors, Executive Officers and Corporate Governance | 1 | ||||
Item 11. |
Executive Compensation | 8 | ||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management | 23 | ||||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence | 25 | ||||
Item 14. |
Principal Accounting Fees and Services | 26 | ||||
28 | ||||||
Item 15. |
Exhibits and Financial Statement Schedules | 28 |
EX 31.3 | Section 302 Certification of CEO | |
EX 31.4 | Section 302 Certification of CFO |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age |
Position(s) | ||
Patrick J. McEnany | 73 | Chairman, President and Chief Executive Officer | ||
Philip H. Coelho (1)(3) | 77 | Director | ||
Richard Daly (2)(3) | 60 | Director | ||
Donald A. Denkhaus (1)(3) | 75 | Director | ||
Charles B. O’Keeffe (1)(2)(3) | 81 | Lead Independent Director | ||
David S. Tierney, M.D. (2)(3) | 58 | Director |
(1) | Member of the audit committee |
(2) | Member of the compensation committee |
(3) | Member of the nominating and corporate governance committee |
• | written charters for the Audit, Compensation, and Nominating & Corporate Governance Committees that address corporate governance practices in accordance with the Sarbanes-Oxley Act, current NASDAQ corporate governance guidelines, and other applicable rules and regulations; |
• | a Code of Business Conduct and Ethics applicable to our officers, directors, and employees; |
• | a procedure for receipt and treatment of anonymous and confidential complaints or concerns regarding audit, accounting or other matters relating to our business; and |
• | disclosure control policies and procedures. |
• | Director Independence – Independent directors shall constitute at least a majority of our Board and of our Board committees in accordance with the independence standards set forth in the applicable NASDAQ listing standards. |
• | Executive Sessions of Independent Directors – Our independent directors regularly meet in executive session without management present. |
• | At each regularly scheduled Board meeting, all of our independent directors meet in an executive session without Mr. McEnany. In these executive sessions, the independent directors deliberate on matters such as those involving the performance of our officers. |
• | Each of our directors is elected annually by our stockholders. |
• | All of our directors, except for Mr. McEnany, are independent directors. Each director is an equal participant in decisions made by the full Board. All of the committees of the Board are comprised of only independent directors. |
• | in consultation with the Chairman, determining the length and timing of Board meetings, including regular and special meetings; |
• | determining the agenda and materials to be provided to directors in advance of each meeting of the Board; |
• | serving as chair of executive sessions of the Board and other meetings of the Board in the absence of the Chairman of the Board; |
• | serving as liaison between the Chairman of the Board and the other independent directors; |
• | overseeing the Board’s stockholder communication policies and procedures; and |
• | calling meetings of independent directors. |
Name |
Position(s) |
Age |
Officer Since | |||
Patrick J. McEnany | Chairman, President and Chief Executive Officer | 73 | January 2002 | |||
Steven R. Miller, Ph.D. | Chief Operating Officer and Chief Scientific Officer | 59 | April 2007 | |||
Alicia Grande, CPA, CMA | Vice President, Treasurer and Chief Financial Officer | 50 | January 2007 | |||
Gary Ingenito, M.D., Ph.D. | Chief Medical and Regulatory Officer | 65 | June 2015 | |||
Brian Elsbernd, J.D. | Chief Compliance Officer and Chief Legal Officer | 57 | February 2016 | |||
Jeffrey Del Carmen | Chief Commercial Officer | 50 | June 2020 |
Item 11. |
Executive Compensation |
Pay Element |
Form |
Purpose | ||
Base Salary | Cash (Fixed) | Provides a competitive level of compensation that reflects position responsibilities, strategic importance of the position and individual experience. | ||
Short-Term Incentive (Annual Bonus) | Cash (Fixed) | Provides a cash-based award that recognizes the achievement of corporate goals in support of an annual business plan. | ||
Long-Term Incentive | Equity (Variable) | Provides incentives for management to execute financial and strategic growth goals that support long-term stockholder value creation and our ability to recruit, retain and motivate key executives. |
Achaogen | Adamas Pharmaceuticals | Akebia Therapeutics | ||
Alder BioPharmaceuticals | Ardelyx | AVEO Pharmaceuticals | ||
Cara Therapeutics | ChemoCentryx | Dermira | ||
Endocyte | Flexion Therapeutics | Geron | ||
Idera Pharmaceuticals | Intra-Cellular Therapies | La Jolla Pharmaceutical | ||
Omeros | SIGA Technologies | Tetraphase Pharmaceuticals |
Objective |
Weight | |||
Achieving a minimum of $135 million in net revenues |
35% | |||
Successful completion of MuSK-MG Study, first half 2020 |
20% | |||
Submission of sNDA for MuSK-MG before 12/31/2020 |
10% | |||
Operating to budget by department |
15% | |||
Successful completion of SMA-Type 3, second half 2020 |
10% | |||
Quality/compliance high grades |
10% | |||
|
|
|||
100% |
• | Because of the pandemic, the net revenue target of $135 million was no longer considered achievable, through no fault of management. However, the Compensation Committee determined that if the Company were to report net revenues of between $115 million and $120 million, management would have the opportunity to earn between 25% and 30% of their bonus (rather than the original 35% that they could have earned had the Company met the $135 million net revenue target); |
• | Because of the pandemic, the Company’s ability to complete the SMA type 3 proof-of-concept |
• | The Compensation Committee determined that while the subject visits in the MuSK-MG trial were completed during the first half of 2020, the top-line results of the trial were not reported until August 2020 and the trial was not successfully completed. Therefore, the amount of the target bonus that could be earned for completing the trial was reduced to 17.5% (from the 20% level in the original goals and objectives). |
Awards ($) |
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Name and Principal Position |
Year |
Salary ($) |
Cash Bonus ($) |
Stock (1) |
Option (2) |
Non-Equity Incentive Compensat- ion |
All Other Compensation ($) (3) |
Totals ($) |
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Patrick J. McEnany Chairman, President and CEO |
|
2020 2019 2018 |
|
|
604,179 548,342 524,236 |
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324,000 360,360 332,063 |
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|
— 429,200 — |
|
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834,093 2,033,658 2,605,205 |
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|
— — — |
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— — — |
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1,762,272 3,371,560 3,461,504 |
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Alicia Grande, CFO |
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2020 2019 2018 |
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402,875 376,460 354,115 |
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144,000 180,000 163,300 |
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— 204,160 — |
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521,308 362,761 1,046,270 |
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|
— — — |
|
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11,400 11,200 11,000 |
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1,079,583 1,134,581 1,574,685 |
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Steven R. Miller, COO and CSO |
|
2020 2019 2018 |
|
|
453,271 427,441 409,325 |
|
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202,500 204,672 188,600 |
|
|
— 278,400 — |
|
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573,439 494,674 1,046,270 |
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|
— — — |
|
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11,400 11,200 11,000 |
|
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1,240,610 1,416,387 1,655,195 |
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Gary Ingenito, Chief Medical and Regulatory Officer |
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2020 2019 2018 |
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448,689 417,787 399,373 |
|
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160,200 199,680 194,810 |
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— 204,160 — |
|
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417,047 362,761 1,046,270 |
|
|
— — — |
|
|
30,397 29,284 26,192 |
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1,056,333 1,213,672 1,666,645 |
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Jeffrey Del Carmen, CCO |
2020 | 339,207 | 119,531 | 141,000 | 957,032 | — | 49,219 | 1,605,989 |
(1) | The amounts reported are based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock unit grants to the executive officers in the listed fiscal year. |
(2) | The amounts reported represent the grant date fair value of stock option awards granted in accordance with FASB ASC Topic 718 for the listed year. For additional information on the valuation assumptions used in the calculation of these amounts, see Note 12 to “Notes to Consolidated Financial Statements” contained in our 2020 Original Form 10-K. |
(3) | Includes, for Dr. Ingenito and Mr. Del Carmen, a housing allowance and commuter expenses. All other compensation consists of 401(k) employer match. |
• | the sale, transfer, assignment or other disposition (including by merger or consolidation, but excluding any sales by stockholders made as part of an underwritten public offering of the common stock of the company), in one transaction or a series of related transactions, of more than fifty percent (50%) of the voting power represented by the then-outstanding capital stock of the company to one or more persons (other than to the executive officer or a “group” (as defined under the Securities Exchange Act of 1934) in which the executive officer is a member); |
• | the sale of substantially all of the assets of the company (other than a transfer of financial assets made in the ordinary course of business for the purpose of securitization); or |
• | the liquidation or dissolution of the company. |
• | on a termination without “cause” or a termination for “good reason” of a designated executive, the executive will receive one year’s base salary, any accrued bonus prior to termination, 12 month accelerated vesting of stock options, and benefits continuation for one year; provided that the terminated executive agrees to not compete with the company during the period in which severance is paid; |
• | upon a “change in control,” all outstanding stock options and other equity awards held by each designated executive that have not yet vested shall automatically vest; and |
• | upon termination of a designated executive within one year of a “change in control,” the terminated executive will receive one year’s base salary, payment in full of any target bonus previously granted for the severance period, and benefits continuation for the severance period, again subject to the terminated executive agreeing not to compete with the company during the period in which severance is paid. |
Name |
Payment Due Upon Termination either by company without Cause or Officer for Good Reason (1) |
Payment Due Upon Death or Permanent Disability |
Payment Due Upon a Termination by company with Cause or Resignation or Retirement |
Payment Due upon a Change in Control (1) |
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Patrick J. McEnany |
$ | 600,000 | $ | 600,000 | — | $ | 1,200,000 | |||||||||
Alicia Grande |
$ | 400,000 | — | — | $ | 400,000 | ||||||||||
Steven R. Miller |
$ | 450,000 | — | — | $ | 450,000 | ||||||||||
Gary Ingenito |
$ | 445,000 | $ | 445,000 | (2) | — | $ | 445,000 | ||||||||
Jeffrey Del Carmen |
$ | 375,000 | — | — | $ | 375,000 |
(1) | Excludes the value of any bonus due for services prior to termination, the value of health benefits for the term of the severance and the value of any accelerated vesting of stock options. |
(2) | Payable under a letter agreement between us and Dr. Ingenito. |
Name |
Grant Date | Number of Securities Underlying Options (#) (1) |
Exercise Price of Option Awards ($/share) |
Grant Date Fair Value of Option Awards |
||||||||||||
Patrick J. McEnany |
12/30/2020 | 400,000 | $ | 3.42 | $ | 834,093 | ||||||||||
Alicia Grande |
12/30/2020 | 250,000 | $ | 3.42 | $ | 521,308 | ||||||||||
Steven R. Miller |
12/30/2020 | 275,000 | $ | 3.42 | $ | 573,439 | ||||||||||
Gary Ingenito |
12/30/2020 | 200,000 | $ | 3.42 | $ | 417,047 | ||||||||||
Jeffrey Del Carmen |
01/06/2020 | 30,000 | (2) | $ | 4.21 | $ | 79,269 | |||||||||
Jeffrey Del Carmen |
06/23/2020 | 150,000 | (3) | $ | 4.70 | $ | 460,716 | |||||||||
Jeffrey Del Carmen |
12/30/2020 | 200,000 | $ | 3.42 | $ | 417,047 |
(1) | All options vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date and expire on the seventh anniversary of the grant date. |
(2) | Granted in January 2020 for 2019 services. |
(3) | Granted upon Mr. Del Carmen’s appointment as Chief Commercial Officer |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested |
Market Value of Shares or Units of Stock that Have Not Vested |
Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested |
|||||||||||||||||||||||||||
Patrick J. McEnany |
|
300,000 300,000 |
|
|
— — |
|
|
— — |
|
|
3.12 2.53 |
|
|
08/28/21 12/30/22 |
|
|
— — |
|
|
— — |
|
|
— — |
|
|
— — |
| |||||||||
200,000 | — | — | 0.79 | 06/15/23 | — | — | — | — | ||||||||||||||||||||||||||||
250,000 | — | — | 1.13 | 01/03/24 | — | — | — | — | ||||||||||||||||||||||||||||
200,000 | 100,000 | — | 4.01 | 01/02/25 | — | — | — | — | ||||||||||||||||||||||||||||
333,333 | 166,667 | — | 3.54 | 05/29/25 | — | — | — | — | ||||||||||||||||||||||||||||
333,333 | 166,667 | — | 2.24 | 12/19/25 | — | — | — | — | ||||||||||||||||||||||||||||
|
246,666 — |
|
|
493,334 400,000 |
|
|
— — |
|
|
4.64 3.42 |
|
|
12/02/26 12/30/27 |
|
|
— — |
|
|
— — |
|
|
— — |
|
|
— — |
| ||||||||||
— | — | — | — | — | — | — | 61,667 | — | ||||||||||||||||||||||||||||
Alicia Grande |
|
170,000 150,000 100,000 150,000 190,000 150,000 44,000 — — |
|
|
— — — — 95,000 75,000 88,000 250,000 — |
|
|
— — — — — — — — — |
|
|
3.12 2.53 0.79 1.13 4.01 2.24 4.64 3.42 — |
|
|
08/28/21 12/30/22 06/15/23 01/03/24 01/02/25 12/19/25 12/02/26 12/30/27 — |
|
|
— — — — — — — — — |
|
|
— — — — — — — — — |
|
|
— — — — — — — — 29,334 |
|
|
— — — — — — — — — |
| |||||||||
Steven R. Miller |
|
185,000 150,000 100,000 |
|
|
— — — |
|
|
— — — |
|
|
3.12 2.53 0.79 |
|
|
08/28/21 12/30/22 06/15/23 |
|
|
— — — |
|
|
— — — |
|
|
— — — |
|
|
— — — |
| |||||||||
150,000 | — | — | 1.13 | 01/03/24 | — | — | — | — | ||||||||||||||||||||||||||||
190,000 | 95,000 | — | 4.01 | 01/02/25 | — | — | — | — | ||||||||||||||||||||||||||||
150,000 | 75,000 | — | 2.24 | 12/19/25 | — | — | — | — | ||||||||||||||||||||||||||||
|
60,000 — |
|
|
120,000 275,000 |
|
|
— — |
|
|
4.64 3.42 |
|
|
12/02/26 12/30/27 |
|
|
— — |
|
|
— — |
|
|
— — |
|
|
— — |
| ||||||||||
— | — | — | — | — | — | — | 40,000 | — | ||||||||||||||||||||||||||||
Gary Ingenito |
|
150,000 50,000 |
|
|
— — |
|
|
— — |
|
|
4.13 1.13 |
|
|
06/30/22 01/03/24 |
|
|
— — |
|
|
— — |
|
|
— — |
|
|
— — |
| |||||||||
190,000 | 95,000 | — | 4.01 | 01/02/25 | — | — | — | — | ||||||||||||||||||||||||||||
150,000 | 75,000 | — | 2.24 | 12/19/25 | — | — | — | — | ||||||||||||||||||||||||||||
|
44,000 — |
|
|
88,000 200,000 |
|
|
— — |
|
|
4.64 3.42 |
|
|
12/02/26 12/30/27 |
|
|
— — |
|
|
— — |
|
|
— — |
|
|
— — |
| ||||||||||
— | — | — | — | — | — | — | 29,334 | — | ||||||||||||||||||||||||||||
Jeffrey Del Carmen |
|
60,000 26,666 — — — — |
|
|
90,000 13,334 30,000 150,000 200,000 — |
|
|
— — — — — — |
|
|
2.86 2.24 4.21 4.70 3.42 — |
|
|
08/06/25 12/19/25 01/06/27 06/23/27 12/30/27 — |
|
|
— — — — — — |
|
|
— — — — — — |
|
|
— — — — — 30,000 |
|
|
— — — — — — |
|
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards (1) (2) ($) | Total ($) | |||||||||
Philip H. Coelho |
60,000 | 62,557 | 122,557 | |||||||||
Charles B. O’Keeffe |
85,000 | 62,557 | 147,557 | |||||||||
David S. Tierney |
60,000 | 62,557 | 122,557 | |||||||||
Donald A. Denkhaus |
65,000 | 62,557 | 127,557 | |||||||||
Richard Daly |
52,500 | 62,557 | 115,057 |
(1) | The amounts reported in this column represent the grant date fair value of stock option awards granted in accordance with FASB ASC Topic 718 for 2020. |
(2) | The aggregate number of stock options held by each non-employee director as of December 31, 2020 is indicated in the table below: |
Name |
Number of Options |
|||
Philip H. Coelho |
353,500 | |||
Charles B. O’Keeffe |
353,500 | |||
David S. Tierney |
353,500 | |||
Donald A. Denkhaus |
353,500 | |||
Richard Daly |
353,500 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management |
Shares Beneficially Owned (1) | ||||||||
Name |
Number | Percentage | ||||||
Armistice Capital, LLC (2) |
10,000,000 | 9.7 | ||||||
BlackRock, Inc. (3) |
7,744,197 | 7.5 | ||||||
State Street Corp. (4) |
6,113,930 | 5.9 | ||||||
Vanguard Group Inc. (5) |
5,771,079 | 5.6 | ||||||
Patrick J. McEnany (6) |
7,074,351 | 6.7 | ||||||
Charles B. O’Keeffe (7) |
862,875 | * | ||||||
David S. Tierney (7) |
608,040 | * | ||||||
Philip H. Coelho (7) |
517,926 | * | ||||||
Richard Daly (8) |
302,499 | * | ||||||
Donald A. Denkhaus (8) |
527,499 | * | ||||||
Steven R. Miller (9) |
1,757,687 | 1.7 | ||||||
Alicia Grande (10) |
1,456,441 | 1.4 | ||||||
Gary Ingenito (11) |
689,998 | * | ||||||
Brian Elsbernd (12) |
423,666 | * | ||||||
Jeffrey Del Carmen (13) |
96,666 | * | ||||||
All executive officers and directors as a group (11 persons) (14) |
14,317,648 | 13.0 |
* | Less than one percent |
(1) | Unless otherwise indicated, each person named in the table has the sole voting and investment power with respect to the shares beneficially owned. Further, unless otherwise indicated, the address for each person named in this table is c/o Catalyst Pharmaceuticals, Inc. |
(2) | Reported on a Schedule 13G filed by Armistice Capital on February 16, 2021. According to the Schedule 13G, Armistice Capital’s address is 510 Madison Avenue, 7 th Floor, New York, New York 10022. |
(3) | Reported in a Schedule 13G filed by BlackRock on January 28, 2021. According to the Schedule 13G, BlackRock’s address is 55 East 52 nd Street, New York, New York 10055. |
(4) | Reported in a Schedule 13G filed by State Street on February 5, 2021. According to the Schedule 13G, State Street’s address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. |
(5) | Reported in a Schedule 13G filed by Vanguard Group on February 10, 2021. According to the Schedule 13G, Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(6) | Includes options to purchase 2,263,332 shares of our common stock, of which (i) 300,000 shares are exercisable at a price of $3.12 per share, (ii) 300,000 shares are exercisable at a price of $2.53 per share, (iii) 200,000 shares are exercisable at an exercise price of $0.79 per share, (iv) 250,000 shares that are exercisable at an exercise price of $1.13 per share, (v) 300,000 shares are exercisable at a price of $4.01 per share, (vi) 333,333 shares that are exercisable at a price of $3.54 per share, (vii) 333,333 shares that are exercisable at a price of $2.24 per share, and (viii) 246,666 shares that are exercisable at a price of $4.64 per share. Excludes: (i) 166,667 shares at a price of $3.54 per share that will vest on May 29, 2021, (ii) 166,667 shares at a price of $2.24 per share that will vest on December 19, 2021, (iii) 493,334 shares at a price of $4.64 per share that will vest in two annual tranches beginning on December 2, 2021, (iv) 400,000 shares at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (v) 61,667 restricted stock units that will vest in two annual tranches beginning on December 2, 2021. |
(7) | Includes options to purchase 301,166 shares of our common stock, of which (i) 50,000 shares are exercisable at a price of $3.12 per share, (ii) 40,000 shares are exercisable at a price of $2.53 per share, (iii) 50,000 shares are exercisable at a price of $0.79 per share, (iv) 60,000 shares are exercisable at a price of $1.13 per share, (v) 40,000 shares are exercisable at a price of $4.01 per share, (vi) 50,000 shares are exercisable at a price of $2.24 per share, and (vii) 11,166 shares are exercisable at a price of $4.64 per share. Excludes (i) unvested stock options to purchase 22,334 shares of our common stock at a price of $4.64 per share that will vest in two annual tranches beginning on December 2, 2021, (ii) 30,000 shares of our common stock at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (iii) 2,667 restricted stock units that will vest in two annual tranches beginning on December 2, 2021. |
(8) | Includes options to purchase 301,166 shares of our common stock, of which (i) 50,000 shares are exercisable at a price of $3.35 per share, (ii) 40,000 shares are exercisable at a price of $2.53 per share, (iii) 50,000 shares are exercisable at a price of $0.79 per share, (iv) 60,000 shares are exercisable at a price of $1.13 per share, (v) 40,000 shares are exercisable at a price of $4.01 per share, (vi) 50,000 shares are exercisable at a price of $2.24 per share, and (vii) 11,166 shares are exercisable at a price of $4.64 per share. Excludes (i) unvested stock options to purchase 22,334 shares of our common stock at a price of $4.64 per share that will vest in two annual tranches beginning on December 2, 2021, (ii) 30,000 shares of our common stock at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (iii) 2,667 restricted stock units that will vest in two annual tranches beginning on December 2, 2021. |
(9) | Includes options to purchase 1,080,000 shares of our common stock, of which (i) 185,000 shares are exercisable at a price of $3.12 per share, (ii) 150,000 shares are exercisable at a price of $2.53 per share, (iii) 100,000 shares are exercisable at a price of $0.79 per share, (iv) 150,000 shares are exercisable at a price of $1.13 per share, (v) 285,000 shares are exercisable at a price of $4.01 per share, (vi) 150,000 shares are exercisable at a price of $2.24 per share and (vii) 60,000 shares are exercisable at a price of $4.64 per share. Excludes (i) unvested stock options to purchase 75,000 shares at a price of $2.24 per share that will vest on December 19, 2021, (ii) unvested stock options to purchase 120,000 shares at a price of $4.64 per share that will vest in two annual tranches beginning on December 2, 2021, (iii) unvested stock options to purchase 275,000 shares at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (iv) 40,000 restricted stock units that will vest in two annual tranches beginning on December 2, 2021. |
(10) | Includes options to purchase 1,049,000 shares of our common stock, of which (i) 170,000 shares are exercisable at a price of $3.12 per share, (ii) 150,000 shares are exercisable at a price of $2.53 per share, (iii) 100,000 shares are exercisable at a price of $0.79 per share, (iv) 150,000 shares are exercisable at a price of $1.13 per share, (v) 285,000 shares are exercisable at a price of $4.01 per share, (vi) 150,000 shares are exercisable at a price of $2.24 per share, and (vii) 44,000 shares are exercisable at a price of $4.64 per share. Excludes (i) unvested stock options to purchase 75,000 shares at a price of $2.24 per share that will vest on December 19, 2021, (ii) unvested stock options to purchase 88,000 shares at a price of $4.64 per share that will vest in two annual tranches beginning on December 2, 2021, (iii) unvested stock options to purchase 250,000 shares at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (iv) 29,334 restricted stock units that will vest in two annual tranches beginning on December 2, 2021. |
(11) | Includes options to purchase 679,000 shares of our common stock, of which (i) 150,000 shares are exercisable at a price of $4.13 per share, (iv) 50,000 shares are exercisable at a price of $1.13 per share, (iii) 285,000 shares are exercisable at a price of $4.01 per share, (iv) 150,000 shares are exercisable at a price of $2.24 per share, and (v) 44,000 shares are exercisable at a price of $4.64 per share. Excludes (i) unvested stock options to purchase 75,000 shares at a price of $2.24 per share that will vest on December 19, 2021, (ii) unvested stock options to purchase 88,000 shares at a price of $4.64 per share that will vest in two annual tranches beginning on December 2, 2021, (iii) unvested stock options to purchase 200,000 shares at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (iv) 29,334 restricted stock units that will vest in two annual tranches beginning on December 2, 2021. |
(12) | Includes options to purchase 409,000 shares of our common stock, of which (i) 65,000 shares are exercisable at a price of $1.85 per share, (ii) 40,000 shares are exercisable at a price of $0.79 per share, (iii) 50,000 shares are exercisable at a price of $1.13 per share, (iv) 60,000 shares are exercisable at a price of $4.01 per share, (v) 150,000 shares are exercisable at a price of $2.24 per share, and (vi) 44,000 shares are exercisable at a price of $4.64 per share. Excludes (i) unvested stock options to purchase 75,000 shares at a price of $2.24 per share that will vest on December 19, 2021, (ii) unvested stock options to purchase 88,000 shares at a price of $4.64 per share that will vest in two annual tranches beginning on December 2, 2021, (iii) unvested stock options to purchase 200,000 shares at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (iv) 29,334 restricted stock units that will vest in two annual tranches beginning on December 2, 2021. |
(13) | Includes options to purchase 96,666 shares of our common stock, of which (i) 60,000 shares are exercisable at a price of $2.86 per share, (ii) 26,666 shares are exercisable at a price of $2.24 per share, and (iii) 10,000 shares are exercisable at a price of $4.21 per share. Excludes (i) unvested stock options to purchase 90,000 shares at a price of $2.86 per share that will vest in three annual tranches beginning on August 6, 2021, (ii) unvested stock options to purchase 13,334 at a price of $2.24 per share that will vest on December 19, 2021, (iii) unvested stock options to purchase 20,000 shares at a price of $4.21 per share that will vest in two annual tranches beginning on January 6, 2022, (iv) unvested stock options to purchase 150,000 shares at a price of $4.70 per share that will vest in five annual tranches beginning on June 23, 2021, (v) unvested stock options to purchase 200,000 shares at a price of $3.42 per share that will vest in three annual tranches beginning on December 30, 2021, and (vi) 30,000 restricted stock units that will vest in three annual tranches beginning on June 23, 2021. |
(14) | Includes options to purchase 7,082,828 shares of our common stock at prices ranging from $0.79 per share to $4.70 per share. Excludes (i) unvested stock options to purchase 3,570,672 shares of our common stock, and (ii) 233,004 unvested restricted stock units. |
Equity Compensation Plan Information | ||||||||||||
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants, and rights |
Weighted-average exercise price of outstanding options, warrants, and rights |
Number of securities remaining available for equity compensation plans |
|||||||||
Equity compensation plans approved by security holders (1) |
13,393,669 | 3.10 | 1,856,008 | (2) | ||||||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
Total |
13,393,669 | 3.10 | 1,856,008 |
(1) | Includes our 2014 Stock Incentive Plan and our 2018 Stock Incentive Plan |
(2) | Remaining shares are only under our 2018 Stock Incentive Plan |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14. |
Principal Accounting Fees and Services |
2020 |
2019 |
|||||||
Audit fees (1) |
$ | 359,870 | $ | 423,170 | ||||
Audit-related fees |
— | — | ||||||
|
|
|
|
|||||
Total audit fees |
359,870 | 423,170 | ||||||
Tax fees |
— | — | ||||||
All other fees |
— | — | ||||||
|
|
|
|
|||||
Total fees |
$ | 359,870 | $ | 423,170 |
(1) | Represents aggregate fees billed for professional services rendered by Grant Thornton LLP for the audit of our financial statements included in our 2020 Original Form 10-K, for their reviews of our quarterly reports during 2020 and 2019, and for their report on the effectiveness of our internal control over financial reporting as of December 31, 2020 and December 31, 2019. Includes for 2020, $7,950 in fees in connection with an S-3 Registration Statement. Includes for 2019, $30,210 in fees in connection with an offering that we did not conclude which was being made pursuant to our shelf registration statement (No. 333-219259). |
Item 15. |
Exhibits and Financial Statement Schedules |
(b) | Exhibits. |
Exhibit No. |
Description of Exhibit | |
31.3 | Section 302 CEO Certification* | |
31.4 | Section 302 CFO Certification* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101) |
* | Filed herewith |
CATALYST PHARMACEUTICALS, INC. | ||
By: | /s/ Patrick J. McEnany | |
Patrick J. McEnany, Chairman, | ||
President and CEO |
Signature |
Title |
Date | ||
/s/ Patrick J. McEnany |
Chairman of the Board of Directors, | April 30, 2021 | ||
Patrick J. McEnany | President and Chief Executive Officer (Principal Executive Officer) |
|||
/s/ Alicia Grande |
Vice President, Treasurer, Chief | April 30, 2021 | ||
Alicia Grande | Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|||
/s/ Charles B. O’Keeffe |
Director | April 30, 2021 | ||
Charles B. O’Keeffe | ||||
/s/ Philip H. Coelho |
Director | April 30, 2021 | ||
Philip H. Coelho | ||||
/s/ David S. Tierney, M.D. |
Director | April 30, 2021 | ||
David S. Tierney, M.D. | ||||
/s/ Donald A. Denkhaus |
Director | April 30, 2021 | ||
Donald A. Denkhaus | ||||
/s/ Richard J. Daly |
Director | April 30, 2021 | ||
Richard J. Daly |
Exhibit 31.3
Certification of Principal Executive Officer
I, Patrick J. McEnany, certify that:
1. | I have reviewed this Form 10-K/A of Catalyst Pharmaceuticals, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 30, 2021 |
/s/ Patrick J. McEnany |
Patrick J. McEnany |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.4
Certification of Principal Financial Officer
I, Alicia Grande, certify that:
1. | I have reviewed this Form 10-K/A of Catalyst Pharmaceuticals, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 30, 2021 |
/s/ Alicia Grande |
Alicia Grande |
Chief Financial Officer |
(Principal Financial Officer) |