Catalyst Pharma Partners Announces Automatic Conversion of $5M Promissory Note Into Common Shares

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Catalyst Pharmaceutical Partners, Inc.
CPRX
today announced that it has issued 6,666,667 shares (the "Shares") of its authorized but unissued common stock to BioMarin Pharmaceutical, Inc. ("BioMarin") upon the automatic conversion of the $5 million loan that Catalyst received from BioMarin on October 26, 2012 in connection with Catalyst's licensing from BioMarin of the North American rights to Firdapse™. The Shares were issued at a conversion price of $0.75 per share in accordance with the terms of that certain Convertible Promissory Note and Note Purchase Agreement, dated October 26, 2012 (the "Agreement"), between Catalyst and BioMarin. Following the issuance of the Shares, Catalyst has 41,420,687 shares of outstanding common stock and BioMarin owns approximately 16.1% of Catalyst's outstanding common stock. The issuance of the Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an exemption therefrom, and the certificate representing the Shares includes a restrictive transfer legend which provides that the Shares cannot be transferred unless they are registered for resale under the Securities Act or unless an exemption from such registration is then available (such as Rule 144). Further, pursuant to the Agreement, BioMarin has also agreed that so long as they own ten percent (10%) or more of Catalyst's common stock, they will comply with Rule 144 under the Securities Act as if they are an affiliate of Catalyst in connection with all sales of Catalyst's common stock.
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