Marinus Pharmaceuticals Announces Pricing of $65 Million Public Offering of Common Stock and Concurrent Private Placement
December 11 2019 - 9:00AM
Marinus Pharmaceuticals, Inc. (NASDAQ: MRNS), (“Marinus” or the
“Company”) today announced the pricing of an underwritten public
offering of 28,000,000 shares of common stock at a public offering
price of $1.25 per share. The gross proceeds to the Company from
the public offering and concurrent private placement are expected
to be approximately $65 million before deducting underwriting
discounts and commissions, placement agent fees, and other
estimated offering expenses. The Company has granted to the
underwriters participating in the offering a 30-day option to
purchase up to an additional 4,200,000 shares of common stock. The
offering is expected to close on or about December 13, 2019,
subject to customary closing conditions.
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. H.C. Wainwright & Co.,
LLC acted as co-manager for the offering.
Concurrently, with the completion of the public
offering, the Company has agreed to sell 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, which is at least equal to
the lower of (i) the closing price per share of our common stock as
of the close of the trading day immediately prior to the execution
of the purchase agreement; or (ii) the average closing price per
share of our common stock for the five trading days immediately
prior to the execution of the purchase agreement.
Marinus intends to use the net proceeds received
from the sale of its common and preferred stock to advance the
preclinical and clinical development of ganaxolone, including
expenses for clinical trials for our seizure disorder programs, and
regulatory, research and development, pre-commercial, general and
administrative and manufacturing expenses and for working capital
and general corporate purposes.
The public offering is being 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 will be filed with the SEC and will be
available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the final prospectus supplement and the
accompanying prospectus, when available, 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 to be
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 intention, completion, and timing relating to
the proposed public offering and concurrent private placement.
Forward-looking statements in this release involve substantial
risks and uncertainties, including, without limitation, risks and
uncertainties related to market conditions and the satisfaction of
customary closing conditions related to the proposed public
offering and concurrent private placement. 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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