MARINUS PHARMACEUTICALS,INC. (NASDAQ:MRNS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September15, 2017, Marinus Pharmaceuticals,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with JMP Securities LLC, related to an underwritten offering of 9,333,334 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The public offering price for the Common Stock is $3.75 per share. The Company expects to receive net proceeds of approximately $32.8 million from the sale of the Common Stock, after deducting the underwriting discounts and commissions and estimated offering expenses payable by it. In addition, under the terms of the Underwriting Agreement, the Company has granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,400,000 shares of Common Stock.
The Securities will be issued to a registration statement on FormS-3 that the Company filed with the Securities and Exchange Commission, which became effective on August25, 2015 (File No.333- 206351). The Company expects that the closing of the sale of the Common Stock will take place on September19, 2017, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is attached as Exhibit1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Duane Morris LLP relating to the validity of the Common Stock to be issued in the offering is attached as Exhibit5.1 hereto.
Item 8.01. Other Events.
The Company issued press releases on September14, 2017 and on September15, 2017 announcing the commencement and pricing of the sale of the Common Stock, respectively. The full texts of the press releases are attached as Exhibits 99.1 and 99.2 hereto.