CATALYST PHARMACEUTICALS, INC. 8-K

What Happened
Catalyst Pharmaceuticals, Inc. (CPRX) announced it has entered into an Agreement and Plan of Merger with Angelini Pharma S.p.A. and a wholly owned subsidiary of Angelini (Merger Sub) under which Angelini will acquire Catalyst for $31.50 per share in cash. The parties expect the transaction to close in the third quarter of 2026, subject to stockholder approval, antitrust clearances (HSR), absence of a material adverse effect, and other customary closing conditions. The Merger Agreement is not conditioned on Angelini obtaining financing; Angelini advised it will use cash on hand and debt financing.

Key Details

• Cash consideration: $31.50 per share for each outstanding Catalyst common share (excluding dissenting or canceled shares).
• Equity awards: in-the-money options will vest and be cashed out for the intrinsic value; options with exercise price ≥ $31.50 will be canceled with no payment; restricted stock units will be cashed out at $31.50 per share.
• Timing & approvals: expected close in Q3 2026; requires approval by a majority of outstanding shares, HSR/antitrust clearance, and other customary conditions.
• Break fee and protections: a termination fee of about $155.5 million is payable by Catalyst in specified circumstances (e.g., accepting a superior proposal under certain conditions). Directors and executive officers entered voting agreements committing their shares and proxies in favor of the merger.
• Corporate actions & litigation: the Board adopted a forum selection amendment to the bylaws. Separately, Catalyst and partner SERB settled patent litigation with Hetero: Hetero agreed not to market a generic FIRDAPSE (amifampridine) in the U.S. earlier than January 2035 if approved, and related litigation will be terminated.

Why It Matters
This is a definitive cash acquisition at a fixed price per share, giving shareholders a clear, near-term cash outcome if the deal closes and is approved. Treating vested and many unvested equity awards as cash-payable removes future equity dilution for acquiror and delivers cash value to option/RSU holders. The Hetero settlement extends potential generic competition timing for Catalyst’s FIRDAPSE product, which is relevant to future revenue protection. Key risks to closing remain stockholder vote, regulatory (antitrust) approvals, and customary closing conditions — and a substantial termination fee could apply if Catalyst pursues or accepts certain alternative deals.