Item 1.01. | Entry into a Material Definitive Agreement. |
On March 29, 2022, Marinus Pharmaceuticals, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its previously disclosed agreement with the Biomedical Advanced Research and Development Authority (“BARDA”), a division of the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, dated as of September 8, 2020 (as amended by the Amendment, the “BARDA Contract”). The Amendment extends the end date of the Company’s performance period for funding under the BARDA Contract from September 1, 2022 to December 31, 2023.
This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 30, 2022, the Company, pursuant to its option under its previously disclosed Credit Agreement and Guaranty dated as of May 11, 2021 (the “Closing Date”) with Oaktree Fund Administration, LLC, as the Administrative Agent, and the lenders party thereto (as amended by that certain Letter Agreement dated May 17, 2021, the “Credit Agreement”), consummated a drawdown of $30.0 million of tranche B term loans from the Credit Agreement (the “Tranche B Term Loan”). As previously disclosed, the Credit Agreement provides for up to a $125.0 million term loan facility, $15.0 million of which was borrowed on the Closing Date and $30.0 million of which was borrowed in September 2021. The Tranche B Term Loan became available as a result of the approval by the U.S. Food and Drug Administration (FDA) of ZTALMY® (ganaxolone) oral suspension for the treatment of seizures associated with CDKL5 deficiency disorder (CDD) in patients two years of age and older. The Tranche B Term Loan is scheduled to mature on May 11, 2026, unless earlier prepaid.
Pursuant to the Credit Agreement, and subject to the Company’s achievement of certain financing, product development and product revenue milestones, and satisfaction of certain other conditions specified in the Credit Agreement, the Company would have the right to draw down two additional tranches in amounts up to $25.0 million in each tranche.
The Company intends to use the proceeds of the Tranche B Term Loan to continue clinical development activities and commercialization efforts for ganaxolone and for other working capital and general corporate purposes.
The description of the Credit Agreement is not complete and is qualified in its entirety by reference to the complete text of the Credit Agreement. A copy of the Credit Agreement is filed as Exhibits 10.1 and 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2021.
A copy of the press release announcing certain of the matters described under Items 1.01 and 2.03 of this Current Report on Form 8-K is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 8.01.
