M&A - MARINUS PHARMACEUTICALS, INC.

Form Type: 15-12G

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925015905

Filing Summary: Effective February 11, 2025, Matador Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Immedica Pharma AB, was merged with and into Marinus Pharmaceuticals, Inc., which continues as the surviving corporation and is now a wholly owned subsidiary of Immedica Pharma AB. The document serves as a certification and notice of termination of registration under section 12(g) of the Securities Exchange Act of 1934, indicating that Marinus Pharmaceuticals has terminated the duty to file reports.

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Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925011211

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. completed a merger with Immedica Pharma AB's wholly owned subsidiary Matador Subsidiary, Inc. The merger followed a cash tender offer initiated by Matador to acquire all outstanding shares of Marinus at a price of $0.55 per share. The offer, which commenced on January 8, 2025, expired on February 6, 2025, resulting in 37,287,732 shares validly tendered. Upon the merger's effective time, shares not held by the merging entities were canceled and exchanged for the cash offer price. This action resulted in Marinus becoming an indirect wholly owned subsidiary of Immedica. Following the merger, Marinus requested to withdraw its shares from NASDAQ trading. Key changes in management occurred, with new appointments and removals of various officers and directors as per the terms of the merger agreement. Additionally, the company's governing documents were amended post-merger. A press release announcing the merger's closure was issued the same day.

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Form Type: POS AM

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925011217

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment (POS AM) to deregister all unsold securities under its registration statements on Form S-3 due to a recent merger. The Company entered into a Merger Agreement with Immedica Pharma AB on December 29, 2024, leading to Immedica's subsidiary merging with Marinus, which will now operate as a wholly owned subsidiary of Immedica. The deregistration includes securities across three registration statements totaling potential offerings of $375,000,000 and $250,000,000 for various securities, along with shares convertible from preferred stock. Following the merger, the Company has ceased all previous securities offerings and has initiated measures to remove any unsold securities from registration.

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Form Type: POS AM

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011219

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment to deregister all unsold securities related to previously filed registration statements on Form S-3. The move comes in the wake of a merger agreement with Immedica Pharma AB and its wholly owned subsidiary, Matador Subsidiary, Inc. Under the merger agreement, the Purchaser merged with Marinus, and the Company became a wholly owned subsidiary of Immedica. This deregistration pertains to three registration statements with maximum aggregate offering prices of $375 million and $250 million for various securities, as well as the resale of shares related to Series A Participating Convertible Preferred Stock. The merger effectively terminated all ongoing offerings of Marinus' securities under these registration statements. The detailed transaction is subject to the terms of the Merger Agreement, which is attached to a previous filing.

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Form Type: POS AM

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011220

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. completed a merger with Immedica Pharma AB and its wholly owned subsidiary Matador Subsidiary, Inc. as per the Agreement and Plan of Merger concluded on December 29, 2024. Consequently, Marinus Pharmaceuticals is now a direct wholly owned subsidiary of Immedica Pharma AB. This merger results in the termination of all offerings of securities associated with previous registration statements on Form S-3, specifically deregistering all unsold securities under Registration Statements No. 333-271041, 333-239780, and 333-237903. The document serves as a post-effective amendment to these registration statements to reflect the deregistration of such securities.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011225

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment regarding its registration statements under Form S-8. This amendment deregisters all unsold securities from multiple previous registration statements due to the completion of a merger agreement with Immedica Pharma AB where Purchaser merged with and into Marinus Pharmaceuticals, Inc., making the Company a wholly owned subsidiary of Immedica Pharma AB. Following the merger, the Company has terminated all offerings of its securities pursuant to these registration statements. The detailed changes include the removal of specific shares from registration, reflecting the transition post-merger. The filing includes multiple registration statement numbers and describes the share quantities related to both the 2014 and 2024 Equity Incentive Plans, emphasizing compliance with Securities Act requirements.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011226

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment to deregister all unsold securities under multiple S-8 registration statements following the completion of a merger. The merger involved Immedica Pharma AB's wholly-owned subsidiary merging with Marinus Pharmaceuticals, Inc., making it a direct wholly owned subsidiary of Immedica. This action reflects the termination of all offerings of the company's securities as per the merger agreement dated December 29, 2024, which detailed the merger process and terms. The filing includes multiple registration numbers and details the deregistration of several shares of Common Stock under different equity incentive plans, which are no longer available for offering.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011227

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment to its Form S-8 registration statements. This amendment is primarily focused on deregistering all unsold securities under previously filed registration statements. The deregistration includes a significant number of shares associated with the 2014 and 2024 Equity Incentive Plans and individual nonqualified stock option awards. Additionally, on December 29, 2024, the company entered into a Merger Agreement with Immedica Pharma AB, resulting in a merger on February 11, 2025, where Marinus Pharmaceuticals, Inc. became a wholly owned subsidiary of Immedica Pharma AB. As a result of the merger, Marinus Pharmaceuticals has terminated all offerings of its securities previously registered under these statements, prompting the deregistration of any unsold shares. The amendment modifies existing registration statements to reflect these changes, ensuring compliance with regulatory requirements.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925011228

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment to Form S-8 to deregister all unsold securities under various registration statements following the completion of a merger with Immedica Pharma AB. The merger involved the Purchaser merging with and into Marinus Pharmaceuticals, making the company a wholly owned subsidiary of Immedica. The registration statements included offerings of common stock under the Marinus Pharmaceuticals, Inc. 2024 and 2014 Equity Incentive Plans and related stock options. As a result of the merger, Marinus has terminated all offerings of its securities as per the deregistration requirement.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011229

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. executed a merger with Immedica Pharma AB and its wholly-owned subsidiary Matador Subsidiary, Inc. The company has deregistered all unsold securities under multiple previous registration statements on Form S-8. The merger agreement has been acknowledged, and the company will now operate as a wholly-owned subsidiary of Immedica Pharma AB. This document serves as a post-effective amendment to reflect these changes and the termination of all securities offerings under the relevant registration statements. As part of this update, the existing registrations are amended to remove any unsold securities following the merger.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011230

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment No. 1 to Form S-8, deregistering all unsold securities under several registration statements due to a merger. The merger occurred with Immedica Pharma AB and its subsidiary, resulting in Marinus becoming a wholly owned subsidiary of Immedica. The deregistration includes a total of shares from various equity incentive plans and the removal of securities that remain unsold as a result of the merger, reflecting the completion of the transaction as per the Merger Agreement dated December 29, 2024. The filing certifies compliance with the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011232

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment to deregister all securities that remain unsold under multiple Form S-8 registration statements, following the completion of a merger. The merger was conducted with Immedica Pharma AB and Matador Subsidiary, Inc. on the same date, where Matador merged with and into Marinus, making Marinus a wholly owned subsidiary of Immedica. This merger leads to the termination of all offerings of Marinus's securities under the specified registration statements. The document affirms the company’s compliance with the Securities Act of 1933 and highlights changes in its registration status as part of the merger process.

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Form Type: S-8 POS

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011233

Filing Summary: On February 11, 2025, Marinus Pharmaceuticals, Inc. filed a Post-Effective Amendment to deregister all unsold securities under several Registration Statements on Form S-8. This action follows a merger agreement made on December 29, 2024, where Marinus Pharmaceuticals, Inc. merged with Immedica Pharma AB's subsidiary. As a result of the merger, Marinus Pharmaceutical's registration for its equity incentive plans is terminated, reflecting the transition as Marinus becomes a wholly-owned subsidiary of Immedica Pharma AB. The document outlines the specific registration numbers and details about the securities involved, clarifying that the company has removed securities from registration as per the terms of the merger agreement. This filing also includes necessary certifications confirming compliance with filing requirements.

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Form Type: SC 14D9

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925002120

Filing Summary: Marinus Pharmaceuticals, Inc. has issued a Solicitation/Recommendation Statement under Schedule 14D-9 regarding a cash tender offer initiated by Matador Subsidiary, Inc., a wholly owned subsidiary of Immedica Pharma AB, to acquire all outstanding shares of Marinus Pharmaceuticals' common stock at a cash price of $0.55 per share. The offer was announced as part of a broader merger agreement dated December 29, 2024, which stipulates that the offer's expiration date is set for February 6, 2025, unless extended or terminated earlier. The merger will result in Marinus becoming a wholly-owned subsidiary of Immedica, effectively terminating its status as a publicly traded company. The Board of Directors unanimously recommends that shareholders accept the offer to tender their shares. In addition, the document details the treatment of stock options and restricted stock units held by the company's executives and directors and outlines the various payments and benefits they may receive under employment agreements in the event of termination following the change of control. The recommendations and terms outlined provide shareholders with a clear understanding of the acquisition strategy and financial implications.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132257

Filing Summary: Marinus Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with Immedica Pharma AB and its wholly owned subsidiary, Matador Subsidiary, Inc. on December 29, 2024. The Merger Agreement was unanimously approved by the Company's board. As part of the transaction, Immedica will commence a cash tender offer to acquire all outstanding shares of Marinus common stock at an Offer Price of $0.55 per share. The tender offer is expected to commence within seven business days and will expire on the twentieth business day following the commencement. Upon completion, the Purchaser will merge into Marinus, with Marinus continuing as a wholly owned subsidiary of Immedica, and shareholders to receive the Offer Price in cash. If applicable, outstanding options and restricted stock units of the Company will convert into cash payments based on the Merger Consideration. Conditions related to the Offer include achieving a majority of shares tendered and the absence of legal restraints. Early closure of the Offer is expected in the first quarter of 2025. The Merger Agreement restricts the Company from seeking alternative acquisition proposals, though it includes provisions for Superior Offers under specific conditions. Additionally, the Company’s CEO was awarded a $100,000 bonus contingent on the merger's closing.

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Form Type: SC14D9C

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465924132259

Filing Summary: This filing discusses the proposed acquisition of Marinus Pharmaceuticals, Inc. by Immedica Pharma AB and Matador Subsidiary, Inc. under a Merger Agreement dated December 29, 2024. The document is a Schedule 14D-9C, indicating it's a solicitation/recommendation statement regarding the acquisition. Marinus Pharmaceuticals will file necessary documents and materials with the SEC concerning the tender offer for their outstanding common stock. The communication specifies that the tender offer has not yet commenced and is purely informational at this point. Stockholders are urged to read forthcoming tender offer materials as they will contain crucial information. The document also includes cautionary statements regarding forward-looking predictions about the transaction, emphasizing the risks and uncertainties that could affect its completion, including regulatory approvals and market reactions to the acquisition announcement.

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