8-K - CPRX - Equibles

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): May 20, 2025

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
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Suite 801
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

At the Company’s 2025 Annual Meeting of Stockholders held on May 20, 2025 (“Annual Meeting”), Richard J. Daly, Patrick J. McEnany, Donald A. Denkhaus, Molly Harper, Tamar Thompson, and David S. Tierney were elected to the Company’s Board of Directors (“Board”) to serve until the 2026 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.

As previously reported, Charles B. O’Keeffe, an independent member of the Board, did not stand for re-election at the Annual Meeting. Mr. O’Keeffe had been a member of the Board since December 2004. His decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 5.07	Submission of Matters to a Vote of Security Holders

The final voting results on the matters considered at the Annual Meeting were as follows:

1.	Election of Directors:
Name	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
---	---	---	---	---	---	---	---	---
Richard J. Daly		87,947,782		1,372,592		102,057		11,793,160
Patrick J. McEnany		82,282,446		7,039,324		100,661		11,793,160
Donald A. Denkhaus		87,993,958		1,329,212		99,261		11,793,160
Molly Harper		88,259,042		1,040,685		122,704		11,793,160
Tamar Thompson		85,761,231		3,562,397		98,803		11,793,160
David S. Tierney		84,527,122		4,751,403		143,906		11,793,160
2.	Approval of an amendment to our 2018 Stock Incentive Plan:
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Votes For	Votes Against	Votes Abstained	Broker Non-Votes
---	---	---	---
85,350,862	3,975,602	95,967	11,793,160
3.	Approval, on an advisory basis, of the 2024 compensation of our named executive officers:
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Votes For	Votes Against	Votes Abstained	Broker Non-Votes
---	---	---	---
82,734,939	6,484,020	203,472	11,793,160
4.	Ratification of the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
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Votes For	Votes Against	Votes Abstained
---	---	---
99,942,142	1,211,668	61,781

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/ Michael Kalb
	Michael Kalb
	Executive Vice President and CFO

Dated: May 23, 2025