Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Marinus Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

56854Q101

(CUSIP Number)

December 12, 2019

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 56854Q101				Page 2 of 8

 

1		Name of reporting persons.     Boxer Capital, LLC
2		Check the appropriate box if a member of a group. (See instructions)   (a)  ☐        (b)  ☒
3		SEC use only.
4		Citizenship or place of organization.      Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:				5		Sole voting power.     -0-
				6		Shared voting power.     4,800,000
				7		Sole dispositive power.     -0-
				8		Shared dispositive power.     4,800,000

9		Aggregate amount beneficially owned by each reporting person.     4,800,000
10		Check box if the aggregate amount in row (9) excludes certain shares (see instructions).     ☐
11		Percent of class represented by amount in row (9).     6.0%*
12		Type of reporting person     OO

 

*

Based on 80,578,833 shares of Common Stock outstanding, which is the sum of (i) 52,578,833 shares of Common Stock outstanding as of September 30, 2019 as set forth in the Issuers prospectus supplement filed with the SEC on December 12, 2019 (the Prospectus Supplement) and (ii) 28,000,000 shares of Common Stock issued in a public offering of Common Stock as set forth in the Prospectus Supplement (the Offering).

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CUSIP No. 56854Q101				Page 3 of 8

 

1		Name of reporting persons.     Boxer Asset Management Inc.
2		Check the appropriate box if a member of a group. (See instructions)   (a)  ☐        (b)  ☒
3		SEC use only.
4		Citizenship or place of organization.     Bahamas

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:				5		Sole voting power.     -0-
				6		Shared voting power.     4,800,000
				7		Sole dispositive power.     -0-
				8		Shared dispositive power.     4,800,000

9		Aggregate amount beneficially owned by each reporting person.     4,800,000
10		Check box if the aggregate amount in row (9) excludes certain shares (see instructions).     ☐
11		Percent of class represented by amount in row (9).     6.0%*
12		Type of reporting person     CO

 

*	Based on 80,578,833 shares of Common Stock outstanding, which is the sum of (i) 52,578,833 shares of Common Stock outstanding as of September 30, 2019 as set forth in the Prospectus Supplement and (ii) 28,000,000 shares of Common Stock issued in the Offering.

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CUSIP No. 56854Q101				Page 4 of 8

 

1		Name of reporting persons.     Joe Lewis
2		Check the appropriate box if a member of a group. (See instructions)   (a)  ☐        (b)  ☒
3		SEC use only.
4		Citizenship or place of organization.     United Kingdom

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:				5		Sole voting power.     -0-
				6		Shared voting power.     4,800,000
				7		Sole dispositive power.     -0-
				8		Shared dispositive power.     4,800,000

9		Aggregate amount beneficially owned by each reporting person.     4,800,000
10		Check box if the aggregate amount in row (9) excludes certain shares (see instructions).     ☐
11		Percent of class represented by amount in row (9).     6.0%*
12		Type of reporting person     IN

 

*	Based on 80,578,833 shares of Common Stock outstanding, which is the sum of (i) 52,578,833 shares of Common Stock outstanding as of September 30, 2019 as set forth in the Prospectus Supplement and (ii) 28,000,000 shares of Common Stock issued in the Offering.

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Item 1(a).

Name of Issuer:

Marinus Pharmaceuticals, Inc. (the Issuer)

 

Item 1(b).

Address of Issuers Principal Executive Offices:

5 Radnor Corporate Center, Suite 500

100 Matsonford Road

Radnor, PA 19087

 

Item 2(a).

Name of Person Filing:

This Schedule 13G is jointly filed by Boxer Capital, LLC (Boxer Capital), Boxer Asset Management Inc. (Boxer Management) and Joe Lewis (together with Boxer Capital and Boxer Management, the Reporting Persons). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management.

 

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

The principal business address of Boxer Capital is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.

 

Item 2(c).

Citizenship:

Boxer Capital is a limited liability company organized under the laws of Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom.

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 (the Common Stock)

 

Item 2(e).

CUSIP Number:

56854Q101

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

The Reporting Persons beneficially own 4,800,000 shares of Common Stock.

 

(b)

Percent of class:

The number of shares of Common Stock beneficially owned by the Reporting Persons represent 6.0% of the Issuers outstanding Common Stock, based on 80,578,833 shares of Common Stock outstanding, which is the sum of (i) 52,578,833 shares of Common Stock outstanding as of September 30, 2019 as set forth in the Issuers prospectus supplement filed with the SEC on December 12, 2019 (the Prospectus Supplement) and (ii) 28,000,000 shares of Common Stock issued in a public offering of Common Stock as set forth in the Prospectus Supplement (the Offering).. In the Offering, Boxer Capital purchased a total of 4,800,000 shares of Common Stock.

 

Page 5 of 8

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(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

 

(ii)

Shared power to vote or to direct the vote:

The Reporting Persons have shared power to vote or to direct the vote of the 4,800,000 shares of Common Stock they beneficially own.

 

(iii)

Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.

 

(iv)

Shared power to dispose or to direct the disposition of:

The Reporting Persons have shared power to dispose or to direct the disposition of the 4,800,000 shares of Common Stock they beneficially own.

Concurrently with the Offering, the Issuer sold 30,000 shares of the Issuers Series A Participating Convertible Preferred Stock (the Series A Preferred Stock) in a private placement at an aggregate price of $30 million. Boxer Capital purchased, pursuant to a Stock Purchase Agreement dated December 11, 2019 by and among the Issuer and the investors named therein, a total of 6,000 shares of Series A Preferred Stock, which are convertible into 4,800,000 shares of Common Stock at any time at Boxer Capitals option, subject to proportional adjustments in the event of stock splits or combinations or similar events. However, the conversion of the Series A Preferred Stock is subject to the Issuer receiving stockholder approval of an increase in the authorized number of shares of Common Stock. Therefore, the Reporting Persons are not deemed to beneficially own any of the shares of Common Stock underlying the Series A Preferred Stock. In addition, the conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation such that no conversion or exercise may occur if it would result in Boxer Capital and its affiliates beneficially owning in the aggregate more than 9.99% of the outstanding Common Stock.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Only Boxer Capital has the right to receive dividends and the proceeds from the sale of the shares of Common Stock beneficially owned by Boxer Capital.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Page 6 of 8

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Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

 

1		Joint Filing Agreement, dated December 13, 2019, among the Reporting Persons.

 

Page 7 of 8

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

December 13, 2019

 

 

 

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