Catalyst Pharmaceuticals Stockholders Clear Angelini Pharma Merger

Key Points

• Catalyst Pharmaceuticals stockholders approved the company’s merger with Angelini Pharma at a special meeting held on July 8. Under the deal, Angelini Cello Inc. will merge into Catalyst, and Catalyst will become a wholly owned subsidiary of Angelini Pharma.
• The merger proposal passed with the required vote of a majority of Catalyst’s outstanding shares entitled to vote. Company officials said the final voting results will be announced publicly after certification.
• A separate non-binding compensation advisory proposal did not receive stockholder approval, but it was not a condition for completing the merger. Because the merger proposal passed, no adjournment vote was needed and the meeting was concluded.

Catalyst Pharmaceuticals NASDAQ: CPRX stockholders approved the company’s proposed merger with Angelini Pharma S.p.A. at a special meeting held virtually on July 8, according to remarks from company officials during the meeting.

Patrick J. McEnany, chairman of Catalyst’s board of directors, presided over the meeting and said stockholders were asked to vote on three matters described in the company’s definitive proxy statement. The central item was the adoption of the agreement and plan of merger dated May 6, 2026, among Catalyst, Angelini Pharma S.p.A. and Angelini Cello Inc., a Delaware corporation and wholly owned subsidiary of Angelini Pharma.

Under the merger agreement described at the meeting, Angelini Cello Inc. will merge with and into Catalyst, with Catalyst surviving the transaction as a wholly owned subsidiary of Angelini Pharma.

Stockholders Approve Merger Proposal

Philip Schwartz of Akerman LLP, who served as corporate secretary and inspector of election for the meeting, reported that a quorum was present. Schwartz said Catalyst had 122,417,458 shares of common stock outstanding and entitled to vote as of the June 3, 2026, record date, with each share entitled to one vote.

McEnany said approval of the merger proposal required the affirmative vote of holders of a majority of the outstanding shares of Catalyst common stock entitled to vote as of the record date. After the polls closed on the merger proposal, Schwartz reported that the proposal had been approved by the required stockholder vote.

The transcript did not include a detailed vote count or percentages for the proposal. McEnany said Catalyst would publicly announce the results of voting on the items presented at the meeting after certification.

Advisory Compensation Proposal Fails

Stockholders also voted on a non-binding advisory proposal related to compensation that may be paid or become payable to Catalyst’s named executive officers in connection with the merger and related transactions.

Schwartz reported that the compensation proposal did not receive the requisite stockholder approval. McEnany noted during the meeting that approval of the compensation proposal was advisory and non-binding and was not a condition to completion of the merger.

Because the merger proposal was approved, Catalyst did not present the third item of business: a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes in favor of the merger proposal.

Meeting Details

The special meeting was called to order shortly after 9:00 a.m. Eastern Time. McEnany introduced Catalyst’s directors and executive officers, including President and Chief Executive Officer Richard Daly; Chief Operating Officer and Chief Scientific Officer Dr. Steven Miller; Chief Medical Officer Dr. William Andrews; Chief Financial Officer Michael Kalb; Chief Strategy Officer Dr. Preethi Sundaram; Chief Compliance Officer and Chief Legal Officer Brian Elsbernd; Chief Commercial Officer Jeffrey Del Carmen; and Chief Human Resources Officer Greg Russo.

Schwartz said the notice of special meeting, proxy statement dated June 8, 2026, and related proxy materials were mailed to stockholders entitled to vote beginning June 9 and completed June 10. He also said a list of stockholders of record as of June 3 had been maintained at Catalyst’s headquarters and made available for inspection by requesting stockholders.

Following the preliminary vote report, McEnany declared the meeting adjourned, stating there was no further business to conduct.

About Catalyst Pharmaceuticals NASDAQ: CPRX

Catalyst Pharmaceuticals, Inc is a biopharmaceutical company focused on the development and commercialization of therapies for patients living with rare neuromuscular, neurological and metabolic diseases. The company's mission centers on delivering safe and effective treatments that address unmet medical needs in small patient populations.

The company's lead product is Firdapse® (amifampridine phosphate), a treatment approved by the U.S. Food and Drug Administration for adults with Lambert-Eaton Myasthenic Syndrome (LEMS).

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