CATALYST PHARMACEUTICALS, INC. 8-K

What Happened

• Catalyst Pharmaceuticals, Inc. announced it entered into an Agreement and Plan of Merger with Angelini Pharma S.p.A. and its wholly‑owned Merger Sub, Angelini Cielo Inc., on May 6, 2026. Under the agreement, Merger Sub will merge into Catalyst, with Catalyst surviving as a wholly‑owned subsidiary of Angelini Pharma.
• The companies filed HSR premerger notifications on May 20, 2026, and the FTC granted early termination of the HSR waiting period on June 16, 2026 (Catalyst became aware on June 22, 2026). Catalyst filed the Definitive Proxy Statement with the SEC on June 8, 2026. The parties expect the Transactions to close in the third quarter of 2026, subject to customary closing conditions, including approval by a majority of outstanding Catalyst common stock.

Key Details

• Merger Agreement executed: May 6, 2026.
• HSR filing: May 20, 2026; FTC granted early termination: June 16, 2026 (awareness on June 22, 2026).
• Proxy filing: Definitive Proxy Statement filed with the SEC on June 8, 2026.
• Closing condition: requires adoption by holders of at least a majority of Catalyst’s outstanding common stock and other customary closing conditions; expected close in Q3 2026.

Why It Matters

• The transaction would make Catalyst a wholly‑owned subsidiary of Angelini Pharma, representing a change of control that requires shareholder approval. Investors should review the Definitive Proxy Statement and related SEC filings for full transaction terms, voting information, and risk factors. The filing emphasizes remaining closing conditions and customary merger risks and contains forward‑looking statements about timing and expected benefits—actual outcomes may differ. Free copies of the proxy and other documents are available at www.sec.gov and Catalyst’s investor relations site.