Marinus Pharmaceuticals
MARINUS PHARMACEUTICALS INC (Form: 8-K, Received: 06/16/2017 16:04:58)





Washington, D.C.  20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report

(Date of earliest event reported)

June 13, 2017



(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


(Commission File Number)


(I.R.S. Employer
Identification No.)


170 Radnor Chester Road, Suite 250
Radnor, PA



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code:  (484) 801-4670



(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:


o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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 x


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. o





Item 8.01.                   Other Events.


On June 13, 2017, the Company’s Board of Directors (the “Board”) determined that it was in the best interest of the Company and its shareholders to designate an independent director to serve in a lead capacity.  The Board appointed Tim M. Mayleben, who is currently a Director of the Company, as Lead Independent Director. The Lead Independent Director’s responsibilities shall include, but are not limited to: (i) in consultation with the CEO determine the frequency, scheduling and agenda structure of Board meetings over the course of the year;  (ii) lead executive sessions of the Board’s independent directors; (iii)  advise the independent board committee members and chairs in fulfilling their designated roles and responsibilities to the Board; (iv) provide recommendations for streamlining and improving smooth functioning of the Board; (v) act as a liaison between the independent directors and CEO on sensitive issues; and (vi) advise the CEO on areas of focus for improvement and professional growth.






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.









/s/ Edward Smith



Edward Smith,



Vice President, Chief Financial Officer,



Secretary and Treasurer




Date:  June 16, 2017