MARINUS PHARMACEUTICALS INC (Form: 8-K, Received: 03/24/2021 16:09:41)

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): March 22, 2021

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)

(IRS 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	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 March 22, 2021, the Board of Directors (the “Board”) of Marinus Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from eight to nine members and, upon the recommendation of the Nominating and Governance Committee, appointed Saraswathy V. Nochur, Ph.D as a member of the Board, effective immediately. Dr. Nochur will serve as a Class III member of the Board. The term of the Class III directors will expire at the 2023 Annual Meeting of Stockholders.

Dr. Nochur will receive the standard compensation amounts payable to non-employee directors of the Company, which includes an annual cash retainer of $45,000. Her annual cash retainer will be pro-rated for 2021 to reflect her expected term of service during the calendar year. Also, pursuant to these arrangements, Dr. Nochur received an initial grant of an option to purchase 33,000 shares of the Company’s common stock with an exercise price equal to $16.42 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 her continued service on the Board through each vesting date.

Dr. Nochur and the Company also entered into an indemnification agreement requiring the Company to indemnify her to the fullest extent permitted under Delaware law with respect to her 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 9, 2021.

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

On March 24, 2021, the Company issued a press release announcing the appointment of Dr. Nochur to the Board. A copy of such press release relating to Dr. Nochur’s appointment is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

99.1		Press Release, dated March 24, 2021.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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.

Date: March 24, 2021	/s/ Scott Braunstein
	Scott Braunstein
	President and Chief Executive Officer

Exhibit 99.1

Marinus Pharmaceuticals Appoints Dr. Saraswathy (Sara) Nochur

to Board of Directors

RADNOR, Pa. -- March 24, 2021-- 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 Saraswathy (“Sara”) Nochur, Ph.D., to its Board of Directors.

“Sara brings tremendous experience and success in managing global regulatory and drug development and has been involved in the approval of several novel drugs for rare diseases,” said Scott Braunstein, M.D., Chief Executive Officer of Marinus. “She was instrumental in developing global innovative regulatory strategies for the development and approval of a new class of medicines based on RNA interference. Along with her regulatory and scientific expertise, she brings a strong commitment to diversity and promoting workplace inclusion, which will serve Marinus well as we grow and develop the company towards a commercial organization.”

Dr. Nochur currently serves as Chief Diversity, Equity and Inclusion Officer at Alnylam Pharmaceuticals in Cambridge, MA. Prior to taking on this role in January 2021, she was Chief Regulatory Officer/Vice President and Head of Regulatory Affairs at Alnylam for 14 years. Dr. Nochur has participated as a member of the Management Board of Alnylam and led a world-class team of global regulatory affairs professionals, enabling the multi-national development and approval of three novel drugs for the treatment of rare diseases. At Alnylam, Dr. Nochur and her team successfully leveraged a wide range of key global regulatory pathways, including Orphan Drug Designation, Breakthrough Designation, PRIME Scheme, Pediatric Investigational Plan, Pediatric Voucher, Priority Review, Accelerated Assessment and Accelerated Review.

She has been active in Boston’s biotechnology industry since 1989, and over the years has been a mentor to young professionals as a member of the Healthcare Businesswomen’s Association. Dr. Nochur currently serves on the Advisory Board of Women in the Enterprise of Science and Technology (WEST) and is a host and Chair of the Board of Hospitality Homes, a non-profit organization that provides free or low-cost housing for patients from around the world who seek specialty medical care in Boston.

“Sara is an excellent addition to the board, and we are confident that her extensive background will complement the skill sets of our current board members,” said Nicole Vitullo, Director, Chairman of the Board at Marinus. “Her perspective will be invaluable as Marinus approaches submission of a new drug application to the FDA for the use of ganaxolone in treating CDKL5 deficiency disorder, as well as evaluation of our clinical programs and regulatory strategies in the United States and abroad.”

Dr. Nochur holds a Ph.D. degree in Biochemical Engineering from the Massachusetts Institute of Technology, a master’s degree in Microbiology and bachelor’s degree in Microbiology and Chemistry from the University of Bombay.

About Marinus Pharmaceuticals

Marinus Pharmaceuticals, Inc. is a pharmaceutical company dedicated to the development of innovative therapeutics to treat rare seizure disorders. Ganaxolone is a positive allosteric modulator of GABA_A 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. Marinus recently completed the first ever Phase 3 pivotal trial in children with CDKL5 deficiency disorder and is conducting a Phase 2 trial in tuberous sclerosis complex, as well as a Phase 2 biomarker-driven proof-of-concept trial in PCDH19-related epilepsy. The company is currently initiating a Phase 3 trial in refractory status epilepticus. For more information visit www.marinuspharma.com.

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 clinical development plans for ganaxolone; our planned mid-2021 NDA submission for CDD. Forward-looking statements in this press 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. 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