SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer Identification|
|5 Radnor Corporate Center, Suite 500|
100 Matsonford Rd, Radnor, PA
|(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.|
|99.1||Press Release, dated July 1, 2021.|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL|
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|