EXPLANATORY NOTE
This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering an additional 10,500,000 shares of the common stock, par value $0.001 per share (the Common Shares), of Catalyst Pharmaceuticals, Inc. (the Company or
Registrant) that are issuable at any time or from time to time under the Registrants 2018 Stock Incentive Plan, as previously amended (the Plan), and any additional Common Shares that become issuable under the Plan by
reason of any stock dividend, stock split, or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act).
Pursuant to General Instruction E, the contents of the Registration Statements on Form S-8 filed for
the Plan with the Securities and Exchange Commission (the Commission) on June 29, 2018 (Registration No. 333-226008), including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement on Form S-8 (this Registration Statement), except as supplemented by the information set forth below.
PART I
The information
specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The document containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1).
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference |
The following documents previously filed with the Commission are incorporated herein by reference:
(a) The Companys Annual Report on Form 10-K for the year ended December 31, 2022, filed with
the Commission on March
15, 2023, and the amendment thereto, filed with the Commission on April 24, 2023.
(b) The Companys Quarterly Reports on Form 10-Q (i) for the quarter ended March 31,
2023, filed with the Commission on May 10, 2023; (ii) for the quarter ended June 30, 2023, filed
with the Commission on August 9, 2023; and (iii) for the quarter ended September 30, 2023,
filed with the Commission on November 8, 2023.
(c) The Companys Current Reports on Form 8-K filed on January
23, 2023, January
24, 2023, January
30, 2023 (as amended on April
10, 2023), February
7, 2023, March
7, 2023, March
15, 2023, March
31, 2023, May
9, 2023, May
10, 2023, May
30, 2023, June
1, 2023, June
23, 2023, July
21, 2023, July
28, 2023, August
9, 2023, August
25, 2023, October
13, 2023, October
20, 2023, October
27, 2023, November
3, 2023, November
8, 2023, and December 7, 2023.
(d) The description of the Common Shares filed with the Commission on Form 8-A12B on September
29, 2006, as amended on October 18, 2006.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of
this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be