{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-210518","form_type":"8-K","ticker":"CPRX","cik":"0001369568","company_name":"CATALYST PHARMACEUTICALS, INC.","filed_at":"2026-05-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.199008+00:00","generated_at":"2026-05-14T21:29:24.582728+00:00","sec_items":["1.01","5.03","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Angelini Pharma to acquire Catalyst Pharma for $4.1B ($31.50/share), premium 28% to VWAP","bullets":["All outstanding shares acquired for $31.50 cash per share; total equity value ~$4.1B (21% premium to unaffected close).","Transaction expected to close Q3 2026, subject to stockholder vote and HSR antitrust clearance.","Termination fee of ~$155.5M payable by Catalyst under certain conditions; no financing condition.","Patent litigation with Hetero on FIRDAPSE generic settled; Hetero cannot market before Jan 2035 if approved.","Directors and executive officers entered voting agreements to support the merger."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210518","json":"https://secwatch.observer/filing/0001193125-26-210518.json","markdown":"https://secwatch.observer/filing/0001193125-26-210518.md","text":"https://secwatch.observer/filing/0001193125-26-210518.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/d90722d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T21:29:24.582728+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"abddd6e2e8103cdf0d7e74452c3d2d44713f62ce","claim":"CATALYST PHARMACEUTICALS, INC.: Amended Article VIII, Section 8.1 of the By-Laws (Forum Selection Amendment) (effective 2026-05-06).","evidence_excerpt":"On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","confidence":0.9},{"claim_id":"913fb8d30d158fe5e5df75d37917794ca87099ed","claim":"CATALYST PHARMACEUTICALS, INC. entered into Agreement and Plan of Merger with Angelini Pharma S.p.A. valued at $31.50 per Share in cash (effective 2026-05-06).","evidence_excerpt":"On May 6, 2026, Catalyst Pharmaceuticals, Inc. (“ Catalyst ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Angelini Pharma S.p.A., an Italian Società per azioni (“ Angelini Pharma ” or “ Parent ”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 6, 2026, Catalyst Pharmaceuticals, Inc. (“ Catalyst ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Angelini Pharma S.p.A., an Italian Società per azioni (“ Angelini Pharma ” or “ Parent ”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 6, 2026, Catalyst Pharmaceuticals, Inc. (“ Catalyst ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Angelini Pharma S.p.A., an Italian Società per azioni (“ Angelini Pharma ” or “ Parent ”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001193125-26-211971","ticker":"DVN","company_name":"DEVON ENERGY CORP/DE","filed_at":"2026-05-07T23:59:59+00:00","headline":"Devon completes all-stock merger with Coterra; combined company retains DVN ticker","event_type":"m_and_a","sec_items":["2.01","5.02","5.03","7.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-211971","json":"https://secwatch.observer/filing/0001193125-26-211971.json","markdown":"https://secwatch.observer/filing/0001193125-26-211971.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/d799973d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","comparable_excerpt":"On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment ”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 6, 2026, Catalyst Pharmaceuticals, Inc. (“ Catalyst ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Angelini Pharma S.p.A., an Italian Società per azioni (“ Angelini Pharma ” or “ Parent ”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","comparable_excerpt":"On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 6, 2026, Catalyst Pharmaceuticals, Inc. 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(“ Catalyst ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Angelini Pharma S.p.A., an Italian Società per azioni (“ Angelini Pharma ” or “ Parent ”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","comparable_excerpt":"on the Closing Date, the Company terminated all outstanding lender commitments under the Credit Agreement, dated as of March 10, 2023 (as amended by Amendment No. 1, dated as of September 12, 2024, and as further amended, restated, supplemented or modified prior to the Closing Date, the “Credit Agreement”), among the Company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 5.03, 8.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 6, 2026, Catalyst Pharmaceuticals, Inc. (“ Catalyst ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Angelini Pharma S.p.A., an Italian Società per azioni (“ Angelini Pharma ” or “ Parent ”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","comparable_excerpt":"As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “ Merger Agreement ”), by and among Glow Midco, LLC, a Delaware limited liability company (“ Parent ”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub Inc. ”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub LLC ,” and together with Merger Sub Inc., the “ Merger Subs ”) and EWC Ventures, LLC, a Delaware limited liability company (“ Opco ”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}