07/08/2026 | Press release | Distributed by Public on 07/08/2026 15:30
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On July 8, 2026, the Company held virtually via live webcast a special meeting of its stockholders (the "Special Meeting") to consider matters relating to the Company's proposed merger transaction with Angelini Pharma, as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on June 8, 2026, as amended and supplemented (the "Definitive Proxy Statement").
As of the close of business on June 3, 2026, the record date established to determine Catalyst stockholders entitled to notice of and to vote at the Special Meeting, there were 122,417,458 shares of Company outstanding common stock. At the Special Meeting, 98,726,611 shares, or approximately 80.6% of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present either in person or by proxy. At the Special Meeting, the Company's stockholders voted on the proposals listed below, with the Board of Directors of the Company recommending a vote "FOR" each of these proposals, as further described in the Definitive Proxy Statement. The final results for the votes regarding each proposal are set forth below.
Proposal 1: The Merger Proposal
To adopt the Merger Agreement, pursuant to the terms of which Merger Sub will merge with and into Catalyst, with Catalyst surviving the Merger as a wholly owned subsidiary of Angelini Pharma.
The following votes were cast at the Special Meeting (in person or by proxy) on the Merger Proposal:
| Votes For |
Votes Against |
Abstentions | ||
| 97,340,180 | 1,143,815 | 242,616 |
The Merger Proposal was approved by the holders of more than a majority of Catalyst's outstanding common shares, which satisfies one of the closing conditions under the Merger Agreement for consummation of the Merger.
Proposal 2: The Compensation Proposal
To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Catalyst's named executive officers that is based on or otherwise relates to the Merger and/or the other transactions contemplated by the Merger Agreement.
The following votes were cast at the Special Meeting (in person or by proxy) on the Compensation Proposal:
| Votes For |
Votes Against |
Abstentions | ||
| 30,504,686 | 67,486,884 | 735,041 |
The Compensation Proposal was not approved by the requisite vote of Catalyst stockholders required to approve such proposal. However, approval of the Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger.
Proposal 3: The Adjournment Proposal
The proposal to adjourn the Special Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting since there were sufficient votes to approve the Merger Proposal.