Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K



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

Date of Report (Date of earliest event reported): January 2, 2025

Maravai LifeSciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39725

85-2786970

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

10770 Wateridge Circle Suite 200

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

(858) 546-0004

(Registrant’s telephone number, including area code)

Not Applicable

(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
Symbol(s)

Name of each exchange
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 (17 CFR § 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).


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 revisited financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 8, 2024, Maravai LifeSciences Holdings, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for the year ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 2, 2025, the Company notified Andrew Burch, President, Nucleic Acid Production, that it was eliminating his position in order to flatten the organizational structure of its leadership team. As a result, Mr. Burch’s last day of employment with the Company will be January 16, 2025. Following Mr. Burch’s departure, Trey Martin, Chief Executive Officer, will assume direct responsibility for the Nucleic Acid Production segment.

Mr. Burch’s departure from the Company constitutes a termination without “cause” under the Second Amended and Restated Employment Agreement, dated as of February 25, 2024, by and among the Company, TriLink Biotechnologies, LLC, and Mr. Burch, which will entitle Mr. Burch to certain severance payments and benefits provided thereunder, subject to his timely execution and non-revocation of a general release and separation agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description of Exhibit
99.1						Press Release dated January 8 , 202 5 .
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 8, 2025	By:	/s/ Kevin M. Herde
	Name:	Kevin M. Herde
	Title:	Chief Financial Officer

Maravai LifeSciences Announces Preliminary Unaudited 2024 Revenue

Announces Earnings Release Date

SAN DIEGO, CA – January 8, 2025 - Maravai LifeSciences Holdings, Inc. (Maravai) (NASDAQ: MRVI), a global provider of life science reagents and services to researchers and biotech innovators, today announced that based on preliminary year-end results and subject to year-end closing adjustments, the Company expects to report total 2024 revenue near the mid-point of the previously announced guidance range of $255.0 million and $265.0 million.

The Company also announced that it plans to announce its fourth quarter and full year 2024 financial and operating results after the market closes on Tuesday, February 25, 2025, and will host a conference call and webcast on the same day at 2:00 p.m. PT/ 5:00 p.m. ET.

To participate in the conference call by telephone, dial (877) 407-0752 or (201) 389-0912 and reference Maravai LifeSciences. The call will also be available via live or archived webcast on the "Investors" section of the Maravai web site at https://investors.maravai.com.

The Company has not yet completed its financial close process for the full year 2024. Actual results may differ from those set forth in this release due to the risks and uncertainties inherent in Maravai’s business, including, without limitation, audit adjustments and other developments that may arise between now and the completion of our year-end financial closing procedures and our independent registered public accounting firm’s audit of our full year 2024 consolidated financial results. Such preliminary revenue results for full year 2024 are subject to change, and should not be viewed as a substitute for audited financial information prepared in accordance with accounting principles generally accepted in the U.S. Our independent registered public accounting firm has not audited, nor has it performed any review and other procedures with respect to the preliminary results set forth in this release, nor has it expressed any opinion or any other form of assurance on the preliminary revenue results for 2024 set forth herein.

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.

Forward-Looking Statements

This press release contains, and our officers and representatives may from time-to-time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this

press release which are not strictly historical statements constitute forward-looking statements, including, without limitation, statements regarding our expected revenue for full year 2024, constitute forward-looking statements and are identified by words like “believe,” “expect,” “may,” “will,” “should,” “seek,” “anticipate,” or “could” and similar expressions.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•potential errors made in calculating the preliminary revenue estimate for 2024;

• adjustments that may arise in connection with the year-end financial close process or our independent registered public accounting firm's audit of our consolidated financial statements for 2024; and

•such other factors as discussed throughout the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Maravai’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, as well as other documents Maravai files with the Securities and Exchange Commission.

Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contact Information:

Deb Hart

Maravai LifeSciences

+ 1 858-988-5917

ir@maravai.com

Cover	Jan. 02, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 02, 2025
Entity Registrant Name	Maravai LifeSciences Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39725
Entity Tax Identification Number	85-2786970
Entity Address, Address Line One	10770 Wateridge Circle
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	546-0004
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	MRVI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001823239
Amendment Flag	false