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): July 19, 2023

Maravai LifeSciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39725

85-2786970

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

10770 Wateridge Circle Suite 200

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

(858) 546-0004

(Registrant’s telephone number, including area code)

Not Applicable

(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

Class A Common Stock, $0.01 par value

MRVI

The Nasdaq Stock Market LLC

(Nasdaq Global Select 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation

On July 19, 2023, Robert B. Hance, a director of Maravai LifeSciences Holdings, Inc. (the “Company”), informed the Board of Directors of the Company (the “Board”) of his resignation from the Board, to be effective as of such date. Mr. Hance’s decision to resign was not related to any disagreement with the Company’s management, the Board or any committee of the Board on any matter related to the Company’s operations, policies or practices.

Director Appointment

On July 20, 2023, the Board appointed John DeFord, Ph.D. to the Board, effective as of such date (the “Appointment Date”), to fill the vacancy on the Board created by Mr. Hance’s resignation. Dr. DeFord will serve as a Class II director for a term continuing until the Company’s 2025 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier resignation or removal. Dr. DeFord has not been appointed to any Board committee at this time.

Dr. DeFord will receive compensation for Board service in accordance with the Company’s previously-disclosed compensation policy for non-employee directors. In addition, Dr. DeFord will enter into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Dr. DeFord and any other person pursuant to which he was appointed as a director of the Company, and there is no family relationship between Dr. DeFord and any of the Company’s other directors or executive officers or other person nominated or chosen by the Company to become a director or executive officer of the Company. In addition, the Company is not aware of any transaction in which Dr. DeFord has a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the appointment of Dr. DeFord as a member of the Board is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description of Exhibit
99.1*						Press Release dated July 20, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______________


*			Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

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.


	MARAVAI LIFESCIENCES HOLDINGS, INC.

Date: July 20, 2023	By:	/s/ Kevin M. Herde
	Name:	Kevin M. Herde
	Title:	Chief Financial Officer

Exhibit 99.1

Maravai LifeSciences Announces Appointment of New Director to the Board

SAN DIEGO – July 20, 2023 - Maravai LifeSciences Holdings, Inc. (“Maravai” or the “Company”) (NASDAQ: MRVI), a global provider of life science reagents and services to researchers and biotech innovators, announced that Robert (“Chip”) Hance has stepped down from the Company’s Board of Directors (the “Board”) effective July 19, 2023, and that Dr. John DeFord has been appointed to the Board effective July 20, 2023.

Mr. Hance, a 25-year veteran in the medical device industry, is set to become the Chairman of the Board of the Medical Device Innovation Consortium (MDIC) and stepped down from the Board in anticipation of the increased time commitment associated with that role. Dr. DeFord, a medical technology expert, was appointed to fill the vacancy.

Dr. DeFord is the Chairman, Chief Executive Officer and President of privately-held, South Carolina-based Samothrace Medical Innovations, Inc., which he co-founded in March 2022. Until his retirement in May 2021, Dr. DeFord was the Executive Vice President and Chief Technology Officer of Becton, Dickinson and Company, a global medical technology company, which he joined in December 2017 in connection with its acquisition of C.R. Bard, Inc. (Bard), where he served as Senior Vice President, science, technology and clinical affairs since June 2007. Dr. DeFord joined Bard in 2004 and served in science and technology roles of increasing responsibility during that time. Prior to joining Bard, Dr. DeFord was Managing Director of Early Stage Partners, a venture capital fund. Before Early Stage Partners, Dr. DeFord was President and Chief Executive Officer of Cook Group, Inc., a privately held medical device manufacturer. He also serves on the Board of Directors of two public corporations, Nordson Corporation, NuVasive, Inc., and also serves on the Board of Directors of privately held Enable Injections, Inc., Blue Spark Technologies, Inc. and GeniPhys, Inc. DeFord graduated from Purdue University with a Bachelor’s degree and Master’s degree in electrical engineering and a Ph.D. in electrical and biomedical engineering.

"On behalf of the entire Board, I thank Chip for his valuable perspective and incredible commitment to Maravai over the past six years,” said Carl Hull, Interim Chief Executive Officer and Chairman of the Board. “His numerous contributions and thoughtful insights have been invaluable, and we are grateful for everything he has done for Maravai."

Hull continued, “We also want to welcome John as a new Board member. John is an exceptional leader, and we believe his depth of experience in the global medical technology space will enhance our Board and help guide Maravai through its next growth phase. We look forward to leveraging his three decades of executive experience guiding organizations to achieve significant scale.”

Dr. Jessica Hopfield, Chair of the Nominating, Governance and Risk Committee of Maravai’s Board, said, “Director succession planning is an important part of Maravai’s corporate governance, and John’s appointment is the result of a robust process led by our Nominating, Governance and Risk Committee in which we considered an impressive slate of candidates, and determined that John best fit our priorities for the skills and experience needed on the Board. As Maravai continues to evolve, we are committed to regularly evaluating our Board's composition to ensure we have the right mix of skills and experience to advance our goals."

About Maravai

Maravai is a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, and novel vaccines and to support research on human diseases. Maravai’s companies are leaders in providing products and services in the fields of nucleic acid synthesis and biologics safety testing to many of the world's leading biopharmaceutical, vaccine, diagnostics and cell and gene therapies companies.

Forward-looking Statements

This press release may contain "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this press release which are not strictly historical statements constitute forward-looking statements, including, without limitation, statements related to the expectation that Dr. DeFord will help guide Maravai’s growth strategy, constitute forward-looking statements identified by words like “plan,” “will,” “expect,” “may,” “anticipate,” or “could” and similar expressions. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, continued demand for our COVID-19 related products and services, which currently comprise a significant portion of our revenue, and the other risks and uncertainties described in greater detail in the “Risk Factors” section of our most recent Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. Actual results may differ materially from those contemplated by these forward-looking statements, and therefore you should not rely upon them. These forward-looking statements reflect our current views and we do not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law.

Contact Information:

Investor Contact: Deb Hart

Maravai LifeSciences

+ 1 858-988-5917

Media Contact: Sara Michelmore

MacDougall Advisors

+1 781-235-3060

maravai@macdougall.bio

Cover	Jul. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 19, 2023
Entity Registrant Name	Maravai LifeSciences Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39725
Entity Tax Identification Number	85-2786970
Entity Address, Address Line One	10770 Wateridge Circle
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	546-0004
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	MRVI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001823239
Amendment Flag	false