CATALYST PHARMACEUTICALS, INC. (NASDAQ:CPRX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On November28, 2017, Catalyst Pharmaceuticals, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Jaffray& Co. (the “Underwriter”), as representative of the underwriters named in Schedule I to the Underwriting Agreement, relating to the sale (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share. to the Underwriting Agreement, the Company agreed to issue and sell 14,285,715 shares of its common stock (the “Shares”) to the Underwriter at a public offering price of $3.50 per share. to the Underwriting Agreement, the Company also granted the underwriter the right to purchase an additional 2,142,857 shares of common stock at the same price within 30 days of November28, 2017, to cover over-allotments, if any.
The Company expects the offering to close on November30, 2017, subject to the satisfaction of customary closing conditions. The net proceeds to the Company are expected to be approximately $46.6million, after deduction of the underwriting discount and after deducting estimated offering expenses payable by the Company, or approximately $53.6million if the underwriters exercise their over-allotment option in full. The Company intends to use the net proceeds of the Offering (i)to fund clinical studies of Firdapse® for the treatment of MuSK-antibody positive Myasthenia Gravis (MuSK-MG) and Spinal Muscular Atrophy (SMA), (ii) to fund pre-commercial activities for Firdapse®, and (iii)for general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including with respect to liabilities under the Securities Act of 1933, as amended, as well as customary termination provisions.
The foregoing is only a brief description of the material terms of the Underwriting Agreement and does not purport to be a complete description of the rights and obligations of the parties hereunder and is qualified in its entirety by reference to the Underwriting Agreement, which is filed hereto as Exhibit 1.1 and incorporated by reference herein.
The legal opinion, including the related consent, of Akerman LLP relating to the issuance of the shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On November27, 2017, the Company issued a press release announcing the commencement of the Offering. On November28, 2017, the Company issued a press release announcing the specific terms and conditions of the Offering. Each of these press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
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CATALYST PHARMACEUTICALS, INC. ExhibitEX-1.1 2 d496359dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Copy 14,…To view the full exhibit click here
About CATALYST PHARMACEUTICALS, INC. (NASDAQ:CPRX)
Catalyst Pharmaceuticals, Inc., formerly Catalyst Pharmaceutical Partners, Inc., is a development-stage biopharmaceutical company. The Company is focused on developing and commercializing therapies for people with rare debilitating diseases. The Company has three drugs in development: Firdapse, CPP-109 and CPP-115. The Company’s Firdapse is indicated for the treatments of lambert-eaton myasthenic syndrome (LEMS) and congenital myasthenic syndromes (CMS). Firdapse consists of the phosphate salt of amifampridine. The Company has completed the Phase III trial of Firdapse. The Company’s CPP-109 (vigabatrin) is a gamma-aminobutyric acid (GABA) aminotransferase inhibitor. CPP-109 is indicated for the treatment of Tourette’s Disorder. The Company’s CPP-115 is a GABA aminotransferase inhibitor. CPP-115 is indicated for the treatment of selected neurological indications, such as complex partial seizures and Tourette’s Disorder, and epilepsy.