Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 23, 2024

 

Marinus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-36576	20-0198082
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

5 Radnor Corporate Center, Suite 500 100 Matsonford Rd, Radnor, PA	19087
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

__________________________________________________________________

(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 1.01. Entry into a Material Definitive Agreement.

 

On December 23, 2024 (the “Termination Effective Date”), Marinus Pharmaceuticals, Inc. (the “Company”) and Orion Corporation (“Orion”) entered into a Termination and Release Agreement (the “Termination Agreement”) to terminate, as of the Termination Effective Date, (i) that certain Collaboration Agreement by and between Orion and the Company, dated as of July 30, 2021 (the “Collaboration Agreement”); (ii) that certain Manufacturing and Supply Agreement by and between Orion and the Company, dated as of October 24, 2022 (the “Supply Agreement”); and (iii) a number of ancillary agreements related to the Collaboration Agreement and the Supply Agreement. The Termination Agreement also provided a mutual release of claims. The Termination Agreement was entered into in connection with the Company’s review of its strategic alternatives.

 

Under the terms of the Termination Agreement, Orion is not required to pay to the Company the five hundred thousand Euros (€500,000) development costs payment associated with the Collaboration Agreement which would otherwise have been due for the fourth quarter of 2024 under the Collaboration Agreement. In addition, the Company will pay to Orion one million five hundred thousand Euros (€1,500,000) within ten (10) business days after the first to occur of (i) the closing of a transaction between the Company and a third party transferring or selling all or substantially all of the Company’s assets or business that relate to a biopharmaceutical product which incorporates ganaxolone as the sole active ingredient or in combination with one or more other active ingredients (in the same formulation) for any of the indications for which Orion was granted commercialization rights pursuant to the Collaboration Agreement; or (ii) the Company’s merger or consolidation or similar transaction constituting a change of control of the Company; or (iii) June 30, 2025.

 

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

 

Item 1.02. Termination of a Material Definitive Agreement.

 

The information regarding the termination of the Collaboration Agreement included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit No.		Description
10.1		Termination and Release Agreement, dated December 23, 2024.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 

 

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 30, 2024	/s/ Steven Pfanstiel
	Steven Pfanstiel
	Chief Operating Officer, Chief Financial Officer and Treasurer

 

 

 

 

Exhibit 10.1

 

EXECUTION VERSION

 

TERMINATION AND RELEASE AGREEMENT

 

THIS TERMINATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into on this 23^rd day of December, 2024 (the “Termination Effective Date”) by and between Orion Corporation ("Orion"), a corporation incorporated and existing under the laws of Finland, business identity code 1999212-6 (“Licensee”), having a principal place of business at Orionintie 1, 02200 Espoo, Finland, and Marinus Pharmaceuticals, Inc. (“Marinus”), a Delaware corporation with an office address at 5 Radnor Corporate Center, Suite 500, 100 Matsonford Road, Radnor, PA 19087 USA. Marinus and Licensee are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

 

Background

 

A.           Orion and Marinus entered into a Collaboration Agreement entered into as of July 30, 2021 (the “Collaboration Agreement”), a Manufacturing and Supply Agreement entered into as of October 24, 2022 (the Supply Agreement”), and a number of ancillary agreements related to the Collaboration Agreement and the Supply Agreement, including without limitation a Data Protection Agreement entered into as of January 26, 2022, a Cooperation and Support Agreement for Individual Patient Expanded Access of Investigational Drug entered into as of July 12, 2022, a Safety Data Exchange Agreement, as amended, entered into as of September 14, 2023 and a Quality Agreement entered into as of April 25, 2023 (previous version July 13, 2022) (collectively, the “Ancillary Agreements”). Capitalized terms used but not defined in this Agreement shall have the respective meaning assigned to them in the Collaboration Agreement, the Supply Agreement or the Ancillary Agreements, as applicable.

 

B.            The Parties desire to terminate the Collaboration Agreement, the Supply Agreement and the Ancillary Agreements on the terms and conditions set forth in this Agreement that is made in reference to the Collaboration Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth below, and intending to be legally bound, the Parties agree as follows:

 

1.            Termination

 

1.1.           Termination of Agreements. Orion and Marinus (each for itself and all of its Affiliates) hereby agree that the Collaboration Agreement, the Supply Agreement and each of the Ancillary Agreements is terminated effective as of the Termination Effective Date.

 

1.2            Effect of Termination. Orion and Marinus (each for itself and all of its Affiliates) hereby agree that the termination of the Collaboration Agreement, the Supply Agreement and the Ancillary Agreements shall (i) not affect any rights or obligations of either Party to the extent that such obligations or rights have accrued or matured prior to the Termination Effective Date, (ii) post-termination obligations, including cooperation for wind down and transition activities shall be in accordance with the applicable provisions as set forth in each of the terminated agreements, and (iii) survival of specific provisions of each terminated agreement shall be governed by the terms set forth in that agreement.

 

1.3            Research and Development Reimbursement. In consideration of entering into this Agreement, Marinus agrees that Orion shall not be required to pay to Marinus the Development Costs for the fourth (4^th) Calendar Quarter of 2024 that would otherwise be required pursuant to Section 4.5 of the Collaboration Agreement.

 

1 

 

 

EXECUTION VERSION

 

1.4            Termination Payment. In consideration of the termination of the Collaboration Agreement, the Supply Agreement and the Ancillary Agreements, Marinus shall pay to Orion, the amount of one million five hundred thousand Euros (€1,500,000 ) (“Termination Payment”), to be paid within ten Business Days after the first to occur of (i) closing of a transaction between Marinus and a Third Party transferring or selling all or substantially all of Marinus’ assets or business that relate to a biopharmaceutical product which incorporates Ganaxolone as sole Active Ingredient or in combination with one or more other Active Ingredients (in the same formulation) for any of the Indications for which Orion is granted Commercialization rights pursuant to Article 4 of the Collaboration Agreement or (ii) Marinus’ merger or consolidation or similar transaction constituting a Change of Control of Marinus or (iii) 30 June 2025.

 

1.5            Purchase Orders of Licensed Product. The Parties agree that all purchase orders of Licensed Product placed by Orion prior to the Termination Effective Date are hereby cancelled.

 

2.            Mutual Release.

 

2.1.           Each Party, for itself and its Affiliates, their respective successors and assigns, and the directors, officers, employees, shareholders, members, partners and other equity owners and holders and representatives of each of the foregoing (collectively, the “Releasors”), does hereby remise, release and forever discharge the other Party, the Affiliates of such other Party, their respective successors and assigns, and the directors, officers, employees, shareholders, members, partners and other equity owners and holders and representatives of each of the foregoing (collectively, the “Releasees”), of and from any and all causes of action, actions, suits, damages, losses, liabilities, costs, expenses, fees, invoices, accounts receivable, interest, indebtedness, obligations, liens, claims and demands of whatever kind, known or unknown, foreseeable or unforeseeable, liquidated or unliquidated, in law or in equity, which the Releasors ever had, now have or hereafter can, shall or may have against the Releasees, for, by reason of, or arising out of, any performance, breach or alleged breach of the Collaboration Agreement, the Supply Agreement or the Ancillary Agreements to and including the Termination Effective Date; provided, however, that this release does not, and shall not be construed to, apply to any Surviving Claims (defined below).

 

2.2.          As used herein, the term “Surviving Claims” means any causes of action, actions, suits, damages, losses, liabilities, costs, expenses, fees, invoices, accounts receivable, interest, indebtedness, obligations, liens, claims and demands arising out of: any of the provisions of the Collaboration Agreement, the Supply Agreement or any of the Ancillary Agreements which survive the termination of the Collaboration Agreement, the Supply Agreement or any of the Ancillary Agreements and the execution of this Agreement, including, without limitation, arising out of any breach of, or any other failure to observe or perform, any of such surviving provisions thereof, but only with respect to such breaches or failures that occur after the Termination Effective Date of this Agreement.

 

2 

 

 

EXECUTION VERSION

 

2.3.           Each Party, for itself and its other Releasors, represents and warrants that no Releasor has assigned or transferred, or purported to assign or transfer, voluntarily, involuntarily, or by operation of law, any claim herein released or any part or portion thereof.

 

2.4.           Each Party, for itself and its other Releasors, covenants and agrees never to commence, prosecute, or cause, permit, or advise to be commenced or prosecuted on behalf of any of the Releasors, any action, suit or proceeding based upon any claim or other matter herein released or any part or portion thereof.

 

3.            No Disparagement. Each Party agrees, for itself, its Affiliates, and its and their respective successors and assigns, and the directors, officers, employees, shareholders, members, partners and other equity owners and holders within such Party’s control and representatives of each of the foregoing, not to make any statements or comments of a disparaging nature to Third Parties (including any of their customers) regarding the other Party, any Affiliates of the other Party, any of their respective successors or assigns, any director, officer or employee of any of the foregoing, any current or planned product or service of any of the foregoing, or any prospects, condition or conduct of any of the foregoing.

 

4.            General Provisions.

 

4.1.           Amendments. This Agreement may only be amended by a writing specifically referencing this Agreement, which has been signed by authorized representatives of each Party.

 

4.2.           Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

 

4.3.           Governing Law and Dispute Resolution. This Agreement is made in reference to the Collaboration Agreement and therefore Section 14.4 (Governing Law; English Language) and Section 14.5 (Dispute Resolution) of the Collaboration Agreement shall apply to this Agreement.

 

4.4.           Entire Agreement. This Agreement, and the certain provisions of the Collaboration Agreement, the Supply Agreement and the Ancillary Agreements that survive termination set forth the entire agreement and understandings between the Parties hereto with respect to the subject matter hereof.

 

4.5.           Further Assurances. Orion and Marinus hereby covenant and agree, without the necessity of any further consideration, to execute, acknowledge and deliver any and all documents and take any action as may be reasonably necessary to carry out the intent and purposes of this Agreement. Orion acknowledges that Orion shall take all such actions as contemplated in the Collaboration Agreement, the Supply Agreement and the Ancillary Agreements to effect an orderly termination of the foregoing agreements to effect the termination and transition of the rights back to Marinus or to a third party as requested by Marinus.

 

4.6.           Waivers. An effective waiver under this Agreement must be in writing signed by the Party waiving its right. The failure of either Party to require performance by the other Party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of subsequent breaches of that or any other provision hereof.

 

3 

 

 

EXECUTION VERSION

 

4.7.           Severability. If in any jurisdiction any one or more of the provisions of this Agreement should be for any reason be held by any court or authority having jurisdiction over this Agreement or any of the Parties hereto to be invalid, illegal or unenforceable, such provision or provisions shall be validly reformed so as to nearly approximate the intent of the Parties as possible and if not reformable, the Parties shall meet to discuss what steps should be taken to remedy the situation; in other jurisdictions, this Agreement shall not be affected.

 

4.8.           Notices. All notices, consents or waivers under this Agreement shall be in writing and will be deemed to have been duly given when (a) scanned and converted into a portable document format file (i.e., pdf file) and sent as an attachment to an e-mail message (and promptly confirmed by registered letter or overnight courier by an internationally recognized overnight delivery service (receipt requested)), or (b) the earlier of when received by the addressee or five (5) days after it was sent, if sent by registered letter or overnight courier by an internationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and e-mail addresses set forth below (or to such other addresses and e-mail addresses as a Party may designate by notice):

 

If to Marinus:           Marinus Pharmaceuticals, Inc.

5 Radnor Corporate Center,

100 Matsonford Road, Suite 500

Radnor, PA 19087

Attention: Martha Manning, Esq.

Tel: [phone]

 

with a copy to (which shall not constitute notice):

 

Hogan Lovells US LLP

1735 Market Street, Floor 23

Philadelphia, PA 19103

Attention: Steve J. Abrams

Tel: [phone]

 

If to Orion:                Orion Corporation

Orionintie 1,

02200 Espoo,

Finland

Attn: Senior Vice President, Branded Products

Tel: [phone]

 

with a copy to (which shall not constitute notice):

 

Orion Corporation Legal Affairs

Orionintie 1,

02200 Espoo, Finland

Attn: Head of Legal Affairs

Tel: [phone]

 

4 

 

 

EXECUTION VERSION

 

4.9.           Counterparts. This Agreement may be executed in one or more counterparts, including without limitation electronic or facsimile, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both Parties hereto.

 

4.10.         Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and are to be of no force or effect in construing and interpreting the provisions of this Agreement.

 

4.11.         Relationship of the Parties. The Parties are independent contractors under this Agreement. Nothing herein contained shall be deemed to create or establish an employment, agency, joint venture, or partnership relationship between the Parties, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts, commitments or negotiations or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

 

	MARINUS PHARMACEUTICALS, INC.
	By:	/s/ Steven Pfanstiel
	Name:	Steven Pfanstiel
	Title:	Chief Financial Officer
	ORION CORPORATION
	By:	/s/ Liisa Hurme
	Name:	Liisa Hurme
	Title:	SVP Global Operations
	By:	/s/ Outi Vaarala
	Name:	Outi Vaarala
	Title:	SVP R&D

 

5 

 

Cover	Dec. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 23, 2024
Entity File Number	001-36576
Entity Registrant Name	Marinus Pharmaceuticals, Inc.
Entity Central Index Key	0001267813
Entity Tax Identification Number	20-0198082
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5 Radnor Corporate Center
Entity Address, Address Line Two	Suite 500
Entity Address, Address Line Three	100 Matsonford Rd
Entity Address, City or Town	Radnor
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	484
Local Phone Number	801-4670
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	MRNS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---