Marinus Announces One-for-Four Reverse Stock Split
September 22 2020 - 9:14AM
Business Wire
- Shares of Common Stock Will Begin Trading on Split-Adjusted
Basis on September 23, 2020
Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a pharmaceutical
company dedicated to the development of innovative therapeutics to
treat rare seizure disorders, today announced that it will effect a
one-for-four reverse stock split of its common stock at 5:00 pm ET
today. Beginning with the opening of trading on September 23, 2020,
the Company’s common stock will trade on The Nasdaq Global Market
on a split-adjusted basis under a new CUSIP number 56854Q200.
The Company’s stockholders approved an amendment authorizing the
reverse stock split at its Special Meeting of Stockholders on March
31, 2020. The reverse stock split was effected by filing a
Certificate of Amendment to the Company's Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware.
The reverse stock split will be effected simultaneously for all
outstanding shares of common stock and the ratio will be the same
for all outstanding shares of common stock. The reverse stock split
will affect all holders of shares of Marinus common stock uniformly
and each stockholder will hold the same percentage of Marinus
common stock outstanding immediately following the reverse stock
split as that stockholder held immediately prior to the reverse
stock split, except for adjustments that may result from the
treatment of fractional shares as described below.
No fractional shares will be issued in connection with the
reverse stock split. Stockholders who would otherwise be entitled
to receive a fractional share will instead receive a cash payment
based on the closing sales price of the Company’s common stock on
September 22, 2020.
The reverse stock split proportionately reduces the number of
shares of common stock available for issuance under the Company’s
equity incentive plans and proportionately reduces the number of
shares of common stock issuable upon the exercise of stock options
outstanding immediately prior to the reverse split. The reverse
stock split will reduce the number of shares of common stock issued
and outstanding from approximately 122.3 million to approximately
30.6 million.
In connection with the reverse stock split, the number of
authorized shares of common stock will be decreased from
300,000,000 to 150,000,000, effective immediately following the
effectiveness of the reverse split. There will be no change to the
number of authorized shares of preferred stock, or change in the
par values of Company’s common stock (which will remain at $0.001
per share) or preferred stock (which will remain at $0.001 per
share).
American Stock Transfer & Trust Company, LLC (AST) is acting
as the exchange agent and transfer agent for the reverse stock
split. AST will provide instructions to stockholders with physical
certificates regarding the process for exchanging their pre-split
stock certificates for post-split shares in book-entry form and
receiving payment for any fractional shares.
About Marinus Pharmaceuticals
Marinus Pharmaceuticals, Inc. is a pharmaceutical company
dedicated to the development of innovative therapeutics to treat
rare seizure disorders. Ganaxolone is a positive allosteric
modulator of GABAA receptors 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 has conducted the first ever Phase 3 pivotal
trial in children with CDKL5 deficiency disorder and is conducting
a Phase 2 trial in tuberous sclerosis complex, as well as a Phase 2
biomarker-driven proof-of-concept trial in PCDH19-related epilepsy.
The company intends to initiate a Phase 3 trial in status
epilepticus. For more information visit www.marinuspharma.com.
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 the timing and
effectiveness of the reverse stock split and Marinus’ expectations
to initiate a Phase 3 trial in status epilepticus. Forward-looking
statements in this press release involve substantial risks and
uncertainties that could cause our clinical development programs,
future results, performance or achievements to differ significantly
from those expressed or implied by the forward-looking statements.
Such risks and uncertainties include, among others, uncertainties
and delays relating to the design, enrollment, completion, and
results of clinical trials; unanticipated costs and expenses; early
clinical trials may not be indicative of the results in later
clinical trials; clinical trial results may not support regulatory
approval or further development in a specified indication or at
all; actions or advice of the U.S. Food and Drug Administration may
affect the design, initiation, timing, continuation and/or progress
of clinical trials or result in the need for additional clinical
trials; our ability to obtain and maintain regulatory approval for
our product candidate; our ability to obtain and maintain patent
protection for our product candidates; delays, interruptions or
failures in the manufacture and supply of our product candidate;
our ability to raise additional capital; the effect of the COVID-19
pandemic on our business, the medical community and the global
economy; and the availability or potential availability of
alternative products or treatments for conditions targeted by us
that could affect the availability or commercial potential of our
product candidate. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200922005633/en/
Sasha Damouni Ellis Vice President, Investor Relations &
Corporate Communications Marinus Pharmaceuticals, Inc. 484-253-6792
sdamouni@marinuspharma.com
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