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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 1, 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 July 1, 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 Santiago Arroyo, M.D., Ph.D. as a member of the Board, effective immediately. Dr. Arroyo 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. Arroyo will receive the standard compensation amounts payable to non-employee directors of the Company, which includes an annual cash retainer of $45,000. His annual cash retainer will be pro-rated for 2021 to reflect his expected term of service during the calendar year. Also, pursuant to these arrangements, Dr. Arroyo received an initial grant of an option to purchase 33,000 shares of the Company’s common stock with an exercise price equal to $18.70, 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.

 

Dr. Arroyo 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 9, 2021.

 

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

 

On July 1, 2021, the Company issued a press release announcing the appointment of Dr. Arroyo to the Board. A copy of such press release relating to Dr. Arroyo’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 July 1, 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: July 1, 2021 /s/ Martha E. Manning
  Martha E. Manning
  Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

Exhibit 99.1

 

 

 

Marinus Pharmaceuticals Further Strengthens Board of Directors with Appointment of Santiago

Arroyo, M.D., Ph.D.

 

July 1, 2021 8:00 AM Eastern Daylight Time

 

RADNOR, Pa.--(BUSINESS WIRE) -- Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a pharmaceutical company dedicated to the development of innovative therapeutics to treat seizure disorders, today announced the appointment of Santiago Arroyo, M.D., Ph.D., to its Board of Directors. Dr. Arroyo brings more than 30 years of experience in academic neurology and pharmaceutical research and development.

 

“Santiago’s expansive background in leadership roles at global biopharmaceutical companies, along with his expertise as a neurologist in the hospital setting and serving as principal investigator on multiple late-stage drug trials, will be instrumental as Marinus continues to grow its pipeline,” said Scott Braunstein, M.D., Chief Executive Officer of Marinus. “With his deep understanding of successful clinical development and insights in pediatric and adult epilepsy and electrophysiology, we believe he will provide a valuable perspective to our Board and will be a tremendous asset as we expand into new indications.”

 

Dr. Arroyo has had an extensive career in academic neurology and clinical research and development. Before joining the pharmaceutical industry, Dr. Arroyo was an instructor in neurology at the Johns Hopkins Hospital and helped set up and run the epilepsy programs at the Medical College of Wisconsin and Hospital Clinic of Barcelona, Spain. Most recently, he served as Chief Medical Officer of Momenta Pharmaceuticals (acquired in 2020 by Johnson & Johnson). Prior to his role at Momenta Pharmaceuticals, Dr. Arroyo served as Chief Medical Officer of Boston Pharmaceuticals, focusing on the therapeutic areas of immunology, oncology and infectious diseases. Dr. Arroyo also held the roles of Senior Vice President, Head of Clinical Research and Chief Medical Officer of Biotherapeutics and Pharmatherapeutics at Pfizer Inc., in the areas of pain and neuroscience, cardiovascular and metabolic disease, regenerative medicine and rare diseases. He was therapeutic area head for neurosciences, discovery medicine and clinical pharmacology at Bristol-Myers Squibb and neurology global therapeutic area head for Eisai Global Clinical Development. Dr. Arroyo currently sits on the Board of the Danish biopharmaceutical company, Lundbeck. He received his medical degree from the Autonomous University of Madrid and his Ph.D. from the University of Barcelona, Spain.

 

“I’m delighted to join Marinus’ Board of Directors at this exciting juncture as Marinus establishes its footprint in epilepsy, and ahead of its first potential launch next year,” said Dr. Arroyo. “With compelling clinical data and a strong leadership team in place, I look forward to contributing to the next phase of the company’s evolution, with the execution of several early-to-late-stage development activities that have the potential to change patients’ lives.”

 

Concurrent with Dr. Arroyo’s appointment, Enrique J. Carrazana, M.D. has stepped down from the Board, effective as of June 30, 2021. Dr. Carrazana served on the Marinus Board of Directors for eight years and was instrumental in the company’s current pursuit of therapies for both rare genetic disorders and status epilepticus.

 

“We are grateful for Dr. Carrazana’s service and valuable contributions to Marinus over the last several years,” said Dr. Braunstein. “His commitment and guidance have been instrumental in growing the company to where we are today, and I look forward to his continued success.”

 

 

 

 

 

 

About Marinus Pharmaceuticals

 

Marinus Pharmaceuticals, Inc. is a pharmaceutical company dedicated to the development of innovative therapeutics to treat seizure 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, antidepressant and anti-anxiety effects. Ganaxolone is being developed in IV and oral dose formulations intended to maximize therapeutic reach to adult and pediatric patient populations in both acute and chronic care settings. Marinus completed the first ever Phase 3 pivotal trial in children with CDKL5 deficiency disorder last year, is conducting a Phase 2 trial in tuberous sclerosis complex and has recently disclosed top-line results from its Phase 2 proof-of-concept trial in PCDH19-related epilepsy. The company has initiated 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 expected clinical development plans, enrollment in our clinical trials, regulatory communications and submissions and product launches for ganaxolone, and the timing thereof; our expectations regarding the Oaktree credit facility and its effects on our cash runway and business plans; our expectations that our cash and cash equivalents combined with the net upfront proceeds of the Oaktree credit facility will be sufficient to fund our operating expenses and capital expenditures through the second quarter of 2022; and the potential safety and efficacy of ganaxolone, as well as its therapeutic potential in a number of indications.

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. Such risks and uncertainties include, among others, uncertainties and delays relating to the design, enrollment, completion, and results of clinical trials; unanticipated costs and expenses; early clinical trials may not be indicative of the results in later clinical trials; clinical trial results may not support regulatory approval or further development in a specified indication or at all; actions or advice of the FDA or EMA may affect the design, initiation, timing, continuation and/or progress of clinical trials or result in the need for additional clinical trials; our ability to obtain and maintain regulatory approval for our product candidate; our ability to obtain, maintain, protect and defend intellectual property for our product candidates; the potential negative impact of third party patents on our ability to commercialize ganaxolone; delays, interruptions or failures in the manufacture and supply of our product candidate; the size and growth potential of the markets for the company’s product candidates, and the company’s ability to service those markets; the company’s cash and cash equivalents may not be sufficient to support its operating plan for as long as anticipated; the company’s expectations, projections and estimates regarding expenses, future revenue, capital requirements, and the availability of and the need for additional financing; the company’s ability to obtain additional funding to support its clinical development programs; the company’s ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; the rate and degree of market acceptance of the company’s product candidates; the effect of the COVID-19 pandemic on our business, the medical community and the global economy; and the availability or potential availability of alternative products or treatments for conditions targeted by us that could affect the availability or commercial potential of our product candidate. This list is not exhaustive and these and other risks are described in the company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission. and available at www.sec.gov. Any forward-looking statements that the company makes in this press release speak only as of the date of this press release. The company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

 

 

 

 

 

 

Company Contact

Sasha Damouni Ellis

Vice President, Investor Relations & Corporate Communications

Marinus Pharmaceuticals, Inc.

484-253-6792

sdamouni@marinuspharma.com