8-K
MARAVAI LIFESCIENCES HOLDINGS, INC. (MRVI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| CURRENT REPORT<br>Pursuant to Section 13 or 15(d)<br>of the Securities Exchange Act of 1934 |
|---|
Date of Report (Date of earliest event reported): October 18, 2022
Maravai LifeSciences Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39725 | 85-2786970 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | 10770 Wateridge Circle Suite 200<br><br>San Diego, California | 92121 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
| (858) 546-0004 | |||||
| (Registrant’s telephone number, including area code) | |||||
| Not Applicable<br><br>(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading <br>Symbol(s) | Name of each exchange <br>on which registered |
|---|---|---|
| Class A Common Stock, $0.01 par value | MRVI | The Nasdaq Stock Market LLC |
| (Nasdaq Global Select Market) |
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 | ☐ |
|---|
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2022, Maravai LifeSciences Holdings, Inc. (the “Company”) placed William “Trey” Martin, III, Chief Executive Officer, on a paid leave of absence following the issuance of a temporary restraining order by the Delaware Court of Chancery preventing him from working for the Company pending further order of the Court in a lawsuit filed against him by his previous employer alleging violation of a noncompetition agreement. The duration of Mr. Martin’s leave of absence has not yet been determined. During his leave of absence, Mr. Martin is not expected to perform any of the responsibilities of Chief Executive Officer of the Company. Mr. Martin will continue to receive the same compensation package, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2022, during his leave of absence.
As a result of Mr. Martin’s leave of absence, the Board of Directors (the “Board”) of the Company has appointed Carl Hull, Executive Chairman of the Board, to serve as interim Chief Executive Officer to maintain continuity of the day-to-day operations and draw upon his extensive knowledge of the management of the Company due to his prior service as the Company’s Chief Executive Officer.
Mr. Hull, age 64, was appointed Executive Chairman of the Board, effective September 30, 2022, and prior to that, served on the Board and as Chief Executive Officer since co-founding Maravai LifeSciences in March 2014.
The appointment of Mr. Hull to serve as interim Chief Executive Officer was not made pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Hull and any of the Company’s directors or executive officers, and there are no transactions in which Mr. Hull has any direct or indirect material interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On October 19, 2022, the Company issued a press release related to the foregoing, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K:
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1* | Press Release dated October 19, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_______________
* Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SIGNATURES
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.
| MARAVAI LIFESCIENCES HOLDINGS, INC. | ||
|---|---|---|
| Date: October 19, 2022 | By: | /s/ Kevin M. Herde |
| Name: | Kevin M. Herde | |
| Title: | Chief Financial Officer |
Document
Exhibit 99.1
Maravai LifeSciences Temporarily Reinstates Carl Hull as CEO Amidst Pending Noncompetition Litigation
Maravai LifeSciences and Recently-Appointed CEO Trey Martin
Vigorously Defending Against Suit
SAN DIEGO, Calif., — October 19, 2022 — Executive Chairman and former CEO of Maravai LifeSciences, Inc. (NASDAQ: MRVI) Carl Hull, has been reinstated as CEO of the company on an interim basis. Three subsidiaries of Danaher Corporation, two of which previously employed recently-appointed Maravai CEO William “Trey” Martin, III, have filed a lawsuit against Martin and Maravai in the Delaware Court of Chancery alleging that Martin is in breach of a noncompetition agreement. On October 18, 2022, the Court issued a temporary restraining order against Martin prohibiting him from working for Maravai pending a preliminary injunction hearing that is expected to occur later this year.
“We have complete confidence in Trey and are appalled that Danaher would seek to leverage a noncompetition agreement to prevent Trey from advancing his career. Public policy in California, where Trey is resident and Maravai has its headquarters, has recognized the unjust impact of similar contractual restrictions that are intended to limit the mobility of former employees. We look forward to resolving this matter favorably and swiftly, so that Trey can continue leading Maravai through its next stages of growth,” said Carl Hull, Executive Chairman and Interim CEO of Maravai.
Mr. Martin has been placed on paid leave pending the outcome of this matter.
Under the renewed leadership of Mr. Hull, Maravai will continue to serve its customers, employees, and shareholders.
About Maravai
Maravai is a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics and novel vaccines and to support research on human diseases. Maravai’s companies are leaders in providing products and services in the fields of nucleic acid synthesis and biologics safety testing to many of the world's leading biopharmaceutical, vaccine, diagnostics, and cell and gene therapy companies.
For more information about Maravai LifeSciences, visit www.maravai.com.
Contact Information:
Media Contact: Sara Michelmore
MacDougall Advisors
+1 781-235-3060
maravai@macdougall.bio
Investor Contact: Deb Hart
Maravai LifeSciences
- 1 858-988-5917
ir@maravai.com