8-K
CATALYST PHARMACEUTICALS, INC. (CPRX)
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): September 8, 2022
CATALYST PHARMACEUTICALS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
| Delaware | 001-33057 | 76-0837053 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 355 Alhambra Circle<br> <br>Suite 801<br> <br>Coral Gables, Florida | 33134 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 420-3200
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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange<br> <br>on Which Registered | Ticker<br> <br>Symbol |
|---|---|---|
| Common Stock, par value $0.001 per share | NASDAQ Capital Market | CPRX |
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 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On September 8, 2022, the Company and its Chairman, President and Chief Executive Officer, Patrick J. McEnany, entered into an amendment to Mr. McEnany’s employment agreement with the Company extending the term of such agreement for an additional two year period. Mr. McEnany’s employment agreement with the Company now expires on November 8, 2024. All other terms of Mr. McEnany’s employment agreement with the Company remain the same.
A copy of Amendment No. 8 to Mr. McEnany’s employment agreement with the Company is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of Amendment No. 8 that is set forth above is qualified in its entirety by reference to such amendment.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 10.1 | Amendment No. 8 to Employment Agreement between the Company and Patrick J. McEnany, dated September 8, 2022. |
| --- | --- |
| 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: September 9, 2022
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EX-10.1
Exhibit 10.1
EXECUTION VERSION
EIGHTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of this 8^th^ day of September, 2022, by and between CATALYST PHARMACEUTICALS, INC., a Delaware corporation (“Company”) and PATRICK J. MCENANY (“Employee”).
Preliminary Statements
| A. | The parties have previously entered into that certain Employment Agreement, dated as of November 8, 2006<br>(the “Original Agreement”), as previously amended by that certain First Amendment to Employment Agreement, dated as of December 19, 2008 (the “First Amendment”), that certain Second Amendment to Employment<br>Agreement, dated as of November 8, 2009 (the “Second Amendment”), that certain Third Amendment to Employment Agreement, dated as of September 14, 2011 (the “Third Amendment”), that certain Fourth Amendment<br>to Employment Agreement, dated as of August 28, 2013 (the “Fourth Amendment”), that certain Fifth Amendment to Employment Agreement, dated as of June 23, 2016 (the “Fifth Amendment”), that certain Sixth<br>Amendment to Employment Agreement, dated as of May 25, 2018 (the “Sixth Amendment”), and that certain Seventh Amendment to Employment Agreement, dated as of September 9, 2020 (the “Seventh Amendment,” and<br>together with the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment, the “Employment Agreement.”) Unless otherwise defined,<br>capitalized terms used herein shall have the meanings given to them in the Employment Agreement. |
|---|---|
| B. | The parties wish to further amend the Employment Agreement to reflect the terms set forth below.<br> |
| --- | --- |
Agreement
NOW, THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Extension of Agreement. The outside date of the Term of the Employment Agreement is extended for a two<br>year period from the “sixteenth anniversary of the Effective Date” (November 8, 2022) until the “eighteenth anniversary of the Effective Date” (November 8, 2024). All references in the Employment Agreement to the “third<br>anniversary of the Effective Date”, the “fifth anniversary of the Effective Date”, the “seventh anniversary of the Effective Date”, the “tenth anniversary of the Effective Date”, the “twelfth anniversary of<br>the Effective Date,” the “fourteenth anniversary of the effective date,” or the “sixteenth anniversary of the Effective Date” shall be deemed by this Amendment to now refer to the “eighteenth anniversary of the<br>Effective Date.” |
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EXECUTION VERSION
| 2. | Employment Agreement Remains in Effect. Except as otherwise specifically amended herein, the terms and<br>provisions of the Employment Agreement remain in full force and effect. |
|---|---|
| 3. | Counterparts. This Amendment may be executed in counterparts. |
| --- | --- |
IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the date set forth above.
| CATALYST PHARMACEUTICALS, INC. | |
|---|---|
| By: | /s/ Alicia Grande |
| Alicia Grande | |
| Vice President, Treasurer and CFO | |
| EMPLOYEE: | |
| /s/ Patrick J. McEnany | |
| Patrick J. McEnany |
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