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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934

 

Date of Report
(Date of earliest event reported)

July 29, 2020

 

Marinus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36576 20-0198082

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

5 Radnor Corporate Center, Suite 500

100 Matsonford Rd, Radnor, PA

 

19087

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (484) 801-4670

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on
Which Registered
Common Stock, par value $0.001
per share
  MRNS   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

 

  Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 29, 2020, the Board of Directors (the “Board”) of Marinus Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from seven to eight members and, upon the recommendation of the Nominating and Governance Committee, appointed Charles Austin to fill the newly-created vacancy, effective immediately. Mr. Austin will serve as a Class I member of the Board.  The term of the Class I directors will expire at the 2021 Annual Meeting of Stockholders.

 

Mr. Austin will receive the standard compensation amounts payable to non-employee directors of the Company, which includes an annual cash retainer of $40,000.  His annual cash retainer will be pro-rated for 2020 to reflect his expected term of service during the calendar year. Also, pursuant to these arrangements, Mr. Austin will receive an initial grant of an option to purchase 100,000 shares of the Company’s common stock with an exercise price equal to $1.59, the closing price of the Company’s common stock on the date of grant. The option will vest in 36 equal monthly installments, subject to his continued service on the Board through each vesting date.

 

Mr. Austin and the Company also entered into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director.  The indemnification agreement is in the form entered into with the Company’s other directors, which was previously filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

There is no arrangement or understanding between Mr. Austin and any other person pursuant to which Mr. Austin was appointed as a director.  There are no relationships or transactions in which Mr. Austin has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.

 

On July 29, 2020, the Company issued a press release announcing the appointment of Mr. Austin to the Board. A copy of such press release relating to Mr. Austin’s appointment is attached hereto as Exhibit 99.1.

 

  Item 9.01. Financial Statements and Exhibits.

 

Exhibit No. Exhibit Description
   
99.1 Press Release dated July 29, 2020
   
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MARINUS PHARMACEUTICALS, INC.
   
  By:   /s/ Edward Smith
    Edward Smith,
    Vice President, Chief Financial Officer
    and Treasurer

 

Date:  July 29, 2020

 

3

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Marinus Pharmaceuticals Appoints Charles Austin to Board of Directors

 

RADNOR, Pa., July 29, 2020 -- Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a pharmaceutical company dedicated to the development of innovative therapeutics to treat rare seizure disorders, today announced the appointment of Charles (“Chuck”) Austin to its Board of Directors.

 

“Chuck is a recognized leader in the pharmaceutical and medical device industries,” said Scott Braunstein, M.D., Chief Executive Officer of Marinus. “As a board member, we are excited to draw from his tremendous manufacturing and biopharma expertise as Marinus continues to grow and develop as an organization.”

 

With more than 25 years of experience in the life sciences sector, Mr. Austin has held numerous roles in supply chain operations, research and development, and engineering throughout his career with Johnson & Johnson. Prior to his appointment to Marinus’ Board of Directors, Austin served as Corporate Vice President, Global Supply Chain at Johnson & Johnson, where he was a member of the Johnson & Johnson Management Committee and was responsible for all manufacturing, logistics, quality, compliance, direct procurement, environmental, health and safety, and engineering and real estate for the corporation.

 

As Company Group Chairman of Ethicon Surgical Care – a Johnson & Johnson Company – Mr. Austin helped combine four separate operating units, re-engineer a global commercial model, and return the overall franchise to growth.

 

“We are delighted that Chuck will be joining the board, and we feel confident that his successful commercial, as well as operational background will bring a complementary skill set to our current board, said Nicole Vitullo, Director, Chairman of the Board at Marinus. “We believe that he will be instrumental in advancing the company’s strategy as we approach key milestones in our epilepsy programs.”

 

Mr. Austin obtained a Bachelor of Science in Engineering from the United States Military Academy, West Point, New York, and served in the United States Army for over nine years. Mr. Austin currently serves on multiple boards in the medical and consumer spaces and is a principal in JK Advisors, a San Diego based firm focused on the medical space.

 

About Marinus Pharmaceuticals

Marinus Pharmaceuticals, Inc. is a pharmaceutical company dedicated to the development of treatments in rare epilepsy and neuropsychiatric disorders. Ganaxolone is a positive allosteric modulator of GABAA receptors that acts on a well-characterized target in the brain known to have anti-seizure, anti-depressant and anti-anxiety effects. Ganaxolone is being developed in IV and oral dose forms intended to maximize therapeutic reach to adult and pediatric patient populations in both acute and chronic care settings. For more information visit www.marinuspharma.com. Please follow us on Twitter: @MarinusPharma.

 

 

 

 

Forward-Looking Statements

 

To the extent that statements contained in this press release are not descriptions of historical facts regarding Marinus, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “may”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “believe”, and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Examples of forward-looking statements contained in this press release include, among others, statements regarding our interpretation of preclinical studies, development plans for our product candidate, including the development of dose forms, the clinical development schedule and milestones, the ability to complete enrollment in our clinical trials, interpretation of scientific basis for ganaxolone use, timing for availability and release of data, the safety, and potential efficacy and therapeutic potential of our product candidate. Forward-looking statements in this release involve substantial risks and uncertainties that could cause our clinical development programs, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the conduct of clinical trials, the timing of clinical trials, enrollment in clinical trials, availability of data from clinical trials, expectations for regulatory approvals, the attainment of clinical trial results that will be supportive of regulatory approvals, and other matters, including the development of formulations of ganaxolone, unanticipated costs and expenses, our ability to raise additional capital, the effect of the COVID-19 pandemic on our business and the availability or potential availability of alternative products or treatments for conditions targeted by the Company that could affect the availability or commercial potential of our drug candidates. Marinus undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see filings Marinus has made with the Securities and Exchange Commission.

 

Contact:

Sasha Damouni Ellis

Vice President, Investor Relations & Corporate Communications

Marinus Pharmaceuticals, Inc.

484-253-6792

sdamouni@marinuspharma.com

 

 

 

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