Marinus Pharmaceuticals Announces Closing of $70 Million Public Offering of Common Stock and Concurrent Private Placement Inc...
December 13 2019 - 4:01PM
Marinus Pharmaceuticals, Inc. (NASDAQ: MRNS), (“Marinus” or the
“Company”) today announced the closing of an underwritten public
offering of 32,200,000 shares of common stock at a public offering
price of $1.25 per share, including the exercise in full by the
underwriters of their option to purchase up to 4,200,000 additional
shares of common stock. The offering included participation from
new and existing investors, and together with the concurrent
private placement raised gross proceeds of approximately $70
million, before deducting underwriting discounts and commissions,
placement agent fees and estimated offering expenses payable by the
Company.
Oppenheimer & Co. Inc. and Ladenburg
Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc., (NYSE American: LTS), acted as joint
bookrunning managers for the offering. Craig-Hallum Capital Group
LLC acted as co-manager for the offering.
Concurrently with the completion of the public
offering, the Company sold to certain investors in a private
placement, a number of shares of convertible preferred stock equal
to an aggregate purchase price of up to $30 million, at a
conversion price of $1.25 per share. Marinus intends to use the net
proceeds of this offering to advance the clinical development of
ganaxolone, including trials for its rare seizure disorder programs
and for working capital and general corporate purposes.
The public offering was made pursuant to an
effective shelf registration statement on Form S-3 (No. 333-221243)
previously filed with the U.S. Securities and Exchange Commission
(the “SEC”) and declared effective by the SEC on December 1, 2017.
A final prospectus supplement and accompanying prospectus relating
to the public offering were filed with the SEC and are available on
the SEC’s website located at http://www.sec.gov. Electronic
copies of the final prospectus supplement and the accompanying
prospectus may be obtained by contacting Oppenheimer & Co.
Inc., Attention: Syndicate Prospectus Department, 85 Broad Street,
26th Floor, New York, NY, 10004, by telephone at (212) 667-8055, or
by email at EquityProspectus@opco.com; or from Ladenburg Thalmann
& Co. Inc., Prospectus Department, 277 Park Avenue, 26th Floor,
New York, New York 10172 or by email at
prospectus@ladenburg.com.
The shares of convertible preferred stock sold
in the concurrent private placement have not been registered under
the Securities Act or under any state securities laws and, unless
so registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws. Marinus has agreed to file a
resale registration statement with the SEC for purposes of
registering the resale of the shares of common stock issuable upon
conversion of the preferred shares issued in the concurrent private
placement.
This press release does not constitute
an offer to sell or the solicitation of offers to buy any
securities of Marinus being offered, and shall not constitute an
offer, solicitation or sale of any security in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Marinus
Pharmaceuticals
Marinus Pharmaceuticals, Inc. is a
pharmaceutical company dedicated to the development of ganaxolone,
which offers a new mechanism of action, demonstrated efficacy and
safety, and convenient dosing to improve the lives of patients
suffering from epilepsy and depression. Ganaxolone is a positive
allosteric modulator of GABAA that acts on a
well-characterized target in the brain known to have anti-seizure,
anti-depressant and anti-anxiety effects. Ganaxolone is being
developed in IV and oral dose forms intended to maximize
therapeutic reach to adult and pediatric patient populations in
both acute and chronic care settings. Marinus is conducting
the first ever pivotal studies in children with CDKL5 deficiency
disorder and PCDH19-related epilepsy and has recently released
top-line data from Phase 2 studies in women with postpartum
depression and patients with refractory status epilepticus.
Forward-Looking Statements
To the extent that statements contained in this
press release are not descriptions of historical facts regarding
Marinus, they are forward-looking statements reflecting the current
beliefs and expectations of management made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Words such as “may”, “will”, “expect”, “anticipate”,
“estimate”, “intend”, “believe”, and similar expressions (as well
as other words or expressions referencing future events, conditions
or circumstances) are intended to identify forward-looking
statements. Examples of forward-looking statements contained in
this press release include, among others, statements regarding our
intended use of proceeds from the public offering and concurrent
private placement. Forward-looking statements in this release
involve substantial risks and uncertainties. Marinus undertakes no
obligation to update or revise any forward-looking statements. For
a further description of the risks and uncertainties that could
cause actual results to differ from those expressed in these
forward-looking statements, as well as risks relating to the
business of the Company in general, see filings Marinus has made
with the Securities and Exchange Commission.
CONTACT:Lisa M. CaperelliExecutive Director,
Investor & Strategic RelationsMarinus Pharmaceuticals,
Inc.484-801-4674lcaperelli@marinuspharma.com
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