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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/22/20 Marinus Pharmaceuticals Inc. 8-K:5,8,9 9/22/20 13:244K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 11K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 10K 4: EX-99.1 Miscellaneous Exhibit HTML 14K 9: R1 Cover HTML 51K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- tm2030376-3_8k_htm XML 16K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- mrns-20200922_lab XML 97K 7: EX-101.PRE XBRL Presentations -- mrns-20200922_pre XML 64K 5: EX-101.SCH XBRL Schema -- mrns-20200922 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 13: ZIP XBRL Zipped Folder -- 0001104659-20-107215-xbrl Zip 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i September 22, 2020
i Marinus Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-36576 | i 20-0198082 |
(State
or other jurisdiction of |
(Commission File Number) | (IRS
Employer Identification |
i 19087 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 484) i 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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
i Common Stock, par value $0.001 | i MRNS | i 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).
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. ¨
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Reverse Stock Split
On September 22, 2020, Marinus Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment (the “Reverse Stock Split Certificate of Amendment”) to its Fourth Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a one-for-four (1-for-4) reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding shares of common stock, par value $0.001 (the “Common Stock”). As previously announced, on March 31, 2020, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of all of the Company’s shares of common stock at a ratio of 1-for-4, and granted authorization to the Company’s Board of Directors (the “Board”) to determine in its discretion the timing of the reverse split on or prior to March 31, 2021. The Board authorized the filing of the Reverse Stock Split Certificate of Amendment on September 17, 2020.
Pursuant to the Certificate of Amendment, effective as of 5:00 p.m. Eastern Time on September 22, 2020, each outstanding share of Common Stock will automatically combine into 1/4 of a share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of Common Stock will receive a cash payment in lieu of such fraction of a share of Common Stock.
The Reverse Stock Split affects all of the Company’s issued and outstanding shares of Common Stock. The Reverse Stock Split will also affect the Company’s outstanding Series A Participating Convertible Preferred Stock, stock options and other exercisable or convertible instruments, all of which will be adjusted proportionately to reflect the Reverse Stock Split. Each stockholder's percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes resulting from the cashing out of fractional shares.
As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock will be adjusted from 122,301,270 shares to approximately 30.6 million shares.
The Common Stock will begin trading on a post-Reverse Stock Split basis on The Nasdaq Global Market tier of The Nasdaq Stock Market at the open of the market on September 23, 2020. The Company’s trading symbol will remain “MRNS”. The new CUSIP number for the Common Stock following the Reverse Stock Split is 56854Q200.
Decrease in Authorized Shares
As previously announced, on May 27, 2020, the Company's stockholders approved the amendment to the Certificate of Incorporation to increase the number of authorized shares of the Common Stock from 150,000,000 shares to 300,000,000 shares (the “Authorized Share Increase”). In addition, the Company’s stockholders approved an amendment to the Certificate of Incorporation to decrease the number of authorized shares of the Common Stock from 300,000,000 shares to 150,000,000 shares (the “Authorized Share Decrease”), with the Authorized Share Decrease to be effected in the event that both the Authorized Share Increase and the Reverse Stock Split are both effected. On May 27, 2020, the Company filed a Certificate of Amendment to the Certificate of Incorporation effecting the Authorized Share Increase. As a result, in connection with the Reverse Stock Split, on September 22, 2020, the Company also filed a Certificate of Amendment (the “Authorized Shares Certificate of Amendment”) to the Certificate of Incorporation to reduce the number of shares of Common Stock authorized under the Certificate of Incorporation from 300,000,000 shares to 150,000,000 shares. The number of authorized shares of preferred stock under the Certificate of Incorporation was unchanged.
The information set forth herein is qualified in its entirety by the terms contained in the Reverse Stock Split Certificate of Amendment and the Authorized Shares Certificate of Amendment, copies of which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively.
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Item 8.01 | Other Events. |
On September 22, 2020, the Company announced the Reverse Stock Split as described in Item 5.03. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
3.1 | Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of Marinus Pharmaceuticals, Inc., as amended. | |
3.2 | Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of Marinus Pharmaceuticals, Inc., as amended. | |
99.1 | Press Release, dated September 22, 2020. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: September 22, 2020 | /s/ Edward Smith |
Edward Smith | |
Vice President, Chief Financial Officer, Secretary and Treasurer | |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/31/21 | 10-Q | |||
9/23/20 | ||||
Filed on / For Period end: | 9/22/20 | |||
9/17/20 | ||||
5/27/20 | 8-K, DEF 14A | |||
3/31/20 | 10-Q, 8-K, DEF 14A, PRE 14A | |||
List all Filings |