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MARINUS PHARMACEUTICALS, INC. Form 8-K: Current report

MARINUS PHARMACEUTICALS, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2025-02-11: Form 8-K; Period of report 2025-02-07; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
  • 2024-12-30: Form 8-K; Period of report 2024-12-29; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
  • 2024-12-30: Form 8-K; Period of report 2024-12-23; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; Details 1.01.
  • 2024-12-23: Form 8-K; Period of report 2024-12-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2025-02-118-K2025-02-072.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events2.01 As previously disclosed in the Current Report on Form 8-K filed by Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on December 30, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 29, 2024, with Immedica Pharma AB, a Swedish corporation (“Parent”), and Matador Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”).
3.01 On the Closing Date, in connection with the consummation of the Merger described in Item 2.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.01, the Company notified The NASDAQ Global Market (“NASDAQ”) that the Merger had been consummated and requested that (i) the trading of Shares on NASDAQ be suspended prior to market open on the Closing Date and (ii) the listing of Shares on NASDAQ be withdrawn.
3.03 The information set forth under Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.01 The information set forth under Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
5.02 Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each of Scott Braunstein, Tim Mayleben, Elan Ezickson, Seth Fischer, Marvin Johnson, and Christine Silverstein ceased to be a director of the Company and a member of committees of the board of directors of the Company.
5.03 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
8.01 On February 11, 2025, Parent issued a press release announcing the closing of the Merger.
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