13G Filing: Great Point Partners and Catalyst Pharmaceuticals Inc. (CPRX)

Catalyst Pharmaceuticals Inc. (NASDAQ:CPRX): Jeffrey Jay And David Kroin’s Great Point Partners filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Great Point Partners 0 5,262,346 0 5,262,346 5,262,346 5.14%
Dr. Jeffrey R. Jay, M.D 0 5,262,346 0 5,262,346 5,262,346 5.14%
Mr. David Kroin 0 5,262,346 0 5,262,346 5,262,346 5.14%

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Page 1 of 10 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G

 

Under the Securities Exchange Act
of 1934

(Amendment No.  )*

 

Catalyst Pharmaceuticals, Inc.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
14888U101
(CUSIP Number)
November 28, 2017
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:

x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

Persons who respond to the collection of
information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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Page 2 of 10 – SEC Filing

CUSIP No.   14888U101 13G Page
2 of 9 Pages
1.

NAMES OF REPORTING PERSONS

Great Point Partners, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

37-1475292

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3. SEC USE ONLY
   
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,262,346
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,262,346
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,262,346
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%1
12. TYPE OF REPORTING PERSON (See Instructions)
IA
1 Based on a total
of 102,474,498 shares outstanding, as reported in the Issuer’s Form 424B5 Prospectus filed with the SEC on November 28, 2017 (such
share number inclusive of the underwriters’ exercise of their option to purchase additional shares in full as referenced
therein).

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Page 3 of 10 – SEC Filing

CUSIP
No.   14888U101
13G Page
3 of 9 Pages
1.

NAMES OF REPORTING PERSONS

Dr. Jeffrey R. Jay, M.D.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3. SEC USE ONLY
   
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,262,346
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,262,346
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,262,346
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%1
   
12. TYPE OF REPORTING PERSON (See Instructions)
IN

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Page 4 of 10 – SEC Filing

CUSIP
No.   14888U101
13G Page
4 of 9 Pages
1.

NAMES OF REPORTING PERSONS

Mr. David Kroin

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3. SEC USE ONLY
   
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,262,346
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,262,346
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,262,346
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
     
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%1
   
12. TYPE OF REPORTING PERSON (See Instructions)
IN

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Page 5 of 10 – SEC Filing

CUSIP
No.   14888U101
13G Page
5 of 9 Pages
Item 1.
(a) Name of Issuer
Catalyst Pharmaceuticals, Inc.
(b) Address of Issuer’s Principal Executive Offices
355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134
Item 2.
(a) Name of Person Filing
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Mr. David Kroin
The Reporting Persons have entered into a Joint Filing Agreement,
dated December 8, 2017, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b) Address of Principal Business Office, or if none, Residence
The address of the principal business office of each of the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich, CT 06830
(c) Citizenship
Great Point Partners, LLC is a limited liability company organized
under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen
of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
14888U101
Item 3. If this statement is filed pursuant to §240.13d-1(b) or 240.13d.2(b) or (c), check whether the person filing is a:
Not Applicable.
(a) o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
(b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).
(d) o Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

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Page 6 of 10 – SEC Filing

CUSIP
No.   14888U101
13G Page
6 of 9 Pages
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Biomedical Value Fund, L.P. (“BVF”) is the record
owner of 1,441,104 shares (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment
manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R.
Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as
special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed
to be the beneficial owner of the BVF Shares.
Biomedical Offshore Value Fund, Ltd. (“BOVF”) is
the record owner of 2,060,880 shares (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue
of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great
Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares,
and therefore may be deemed to be the beneficial owner of the BOVF Shares.
GEF-SMA, L.P. (“GEF-SMA”) is the record owner of 1,536,840 shares (the “GEF-SMA Shares”).  Great Point is the investment manager with respect to the GEF-SMA Shares, and by virtue of such status may be deemed to be the beneficial owner of the GEF-SMA Shares.  Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-SMA Shares, and therefore may be deemed to be the beneficial owner of the GEF-SMA Shares.
Class D Series of GEF-PS, L.P. (“GEF-PS”) is the record owner of 223,522 shares (the “GEF-PS Shares”).  Great Point is the investment manager with respect to the GEF-PS Shares, and by virtue of such status may be deemed to be the beneficial owner of the GEF-PS Shares.  Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-PS Shares, and therefore may be deemed to be the beneficial owner of the GEF-PS Shares
Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares, the GEF-SMA Shares and the GEF-PS Shares, except to the extent of their respective pecuniary interests.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.

 

1. Great Point Partners, LLC
(a) Amount beneficially owned:  5,262,346
(b) Percent of class:  5.14%1

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Page 7 of 10 – SEC Filing

CUSIP
No.   14888U101
13G Page
7 of 9 Pages

 

(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote:  5,262,346
(iii) Sole power to dispose or to direct the disposition of:   0
(iv) Shared power to dispose or to direct the disposition of:  5,262,346
2. Dr. Jeffrey R. Jay, M.D.
(a) Amount beneficially owned:  5,262,346
(b) Percent of class:  5.14%1
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote: 5,262,346
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  5,262,346
3. Mr. David Kroin
(a) Amount beneficially owned:  5,262,346
(b) Percent of class:  5.14%1
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote:  5,262,346
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  5,262,346
Item 5. Ownership of Five Percent or Less of a Class

If this statement is being
filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [  ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person:
See Item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.

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Page 8 of 10 – SEC Filing

CUSIP
No.   14888U101
13G Page
8 of 9 Pages
Item 8. Identification and Classification of Members of the Group
NotApplicable.
Item 9. Notice of Dissolution of Group
NotApplicable.
Item 10. Certification

By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as participant in any transaction having that purpose or effect.

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Page 9 of 10 – SEC Filing

CUSIP
No.   14888U101
13G Page
9 of 9 Pages

SIGNATURE

After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 8, 2017

GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
  Dr. Jeffrey R. Jay, M.D.,
  as senior managing member
  /s/ Dr. Jeffrey R. Jay, M.D.
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
MR. DAVID KROIN

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Page 10 of 10 – SEC Filing

Exhibit A

 

AGREEMENT REGARDING THE JOINT FILING
OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i)          Each of them
is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of
each of them; and

(ii)        Each of them
is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate.

Date: December 8, 2017

GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
Dr. Jeffrey R. Jay, M.D.,
  as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
MR. DAVID KROIN

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