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): April 9, 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 |
As previously disclosed, Marinus Pharmaceuticals, Inc. (the “Company”) entered into an Executive Employment Agreement with Steven Pfanstiel, MBA, CMA (the “Pfanstiel Employment Agreement”) in connection with Mr. Pfanstiel’s appointment as Chief Financial Officer and Treasurer of the Company, effective as of April 12, 2021 (the “Pfanstiel Start Date”).
On April 9, 2021, the Company and Mr. Pfanstiel entered into an amendment to the Pfanstiel Employment Agreement to provide for a sign-on bonus in the amount of $140,000 to be paid to Mr. Pfanstiel 30 days after the Pfanstiel Start Date, less applicable taxes and withholding (the “First Amendment”). All other terms and conditions of the Pfanstiel Employment Agreement remain in full force and effect.
A copy of the First Amendment is attached as Exhibit 10.1 to this report. The description of the First Amendment is a summary only and is qualified in its entirety by reference to Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit
No. |
Description | |
| 10.1 | First Amendment to Executive Employment Agreement, by and between Marinus Pharmaceuticals, Inc. and Steven Pfanstiel, MBA, CMA dated April 9, 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: April 13, 2021 | /s/ Scott Braunstein |
| Scott Braunstein | |
| President and Chief Executive Officer |
Exhibit 10.1
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT (“Amendment 1”) is made and entered into April 9, 2021 to the Executive Employment Agreement by and between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Steven Pfanstiel, MBA, CMA (the “Employee”) dated March 7, 2021 (the “Agreement”)
WHEREAS, Company and Employee have entered into the Agreement; and
WHEREAS, Company and Employee desire to mutually amend the Agreement in accordance with the terms therein;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Section 3 of the Agreement is amended by adding a Section 3(f) as follows: |
“3.(f) Sign-on Bonus. The Employee will receive a sign-on bonus of $140,000.00 to be paid 30 days after the first day of employment, less applicable taxes and withholding, paid in accordance with the Company’s normal payroll practices.”
| 2. | Except as specifically set forth herein, all other terms and conditions in the Agreement shall remain in full force and effect. In the event there is a conflict between this Amendment 1 and the Agreement, the terms and conditions in this Amendment 1 shall govern and control. |
IN WITNESS WHEREOF, the undersigned have caused this Amendment 1 to be executed by a duly authorized individual on behalf of each requisite party effective as of the day and year last written below.
(Signature page follows.)
IN WITNESS WHEREOF, this Agreement has been executed by the parties.
| MARINUS PHARMACEUTICALS, INC. | ||
| By: | /s/ Scott Braunstein | |
| Scott Braunstein, MD | ||
| Chief Executive Officer | ||
| Date: | April 9, 2021 | |
| /s/ Steven Pfanstiel | ||
| By: | Steven Pfanstiel, MBA, CMA | |
| Date: | April 7, 2021 | |
| Address: | ||
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