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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/09/20 Marinus Pharmaceuticals Inc. 8-K:1,9 12/08/20 12:488K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 177K 3: EX-5.1 Opinion of Counsel re: Legality HTML 12K 8: R1 Cover HTML 49K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2037719d3_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- mrns-20201208_lab XML 97K 6: EX-101.PRE XBRL Presentations -- mrns-20201208_pre XML 64K 4: EX-101.SCH XBRL Schema -- mrns-20201208 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-20-133687-xbrl Zip 56K
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 December 8, 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 incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
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. ¨
C:
Item 1.01. Entry into a Material Definitive Agreement.
On December 8, 2020, Marinus Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative of the several underwriters identified in Schedule A thereto (the “Underwriters”), in connection with an underwritten public offering (the “Offering”) of 5,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The Underwriters have agreed to purchase the Firm Shares from the Company at a price of $13.0366 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 750,000 shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) at the same price per share as the Firm Shares.
The net proceeds to the Company from the Offering, excluding any exercise by the Underwriters of their 30-day option to purchase any of the Option Shares, are expected to be approximately $65.2 million before deducting estimated offering expenses payable by the Company. The Company intends to use the proceeds from the Offering to continue to fund the development of the Company’s product candidates and for general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, clinical trial expenditures, acquisitions of new technologies, products or businesses, and investments.
The Offering is being made pursuant to a prospectus supplement dated December 8, 2020 and an accompanying prospectus dated July 27, 2020, pursuant to a Registration Statement on Form S-3 (No. 333-239780), which was initially filed by the Company with the Securities and Exchange Commission (“SEC”) on July 9, 2020 and declared effective by the SEC on July 27, 2020.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Hogan Lovells US LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated December 8, 2020, by and between Marinus Pharmaceuticals, Inc. and Cantor Fitzgerald & Co. | |
| 5.1 | Opinion of Hogan Lovells US LLP. | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
C:
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: December 9, 2020 | /s/ Edward Smith |
| Edward Smith | |
| Vice President, Chief Financial Officer and Treasurer |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/9/20 | 424B5 | ||
| For Period end: | 12/8/20 | |||
| 7/27/20 | EFFECT | |||
| 7/9/20 | S-3, S-8 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/09/21 Marinus Pharmaceuticals, Inc. 10-K 12/31/20 65:7.6M Toppan Merrill Bridge/FA |