8-K

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)

February 24, 2019

MARINUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36576	20-0198082
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

170 N. Radnor Chester Rd, Suite 250 Radnor, PA	19087
(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:

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

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

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

oPre-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. x

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

On February 24, 2019, a decision was reached that Christopher M. Cashman, the president and chief executive officer of Marinus Pharmaceuticals, Inc. (the “Company”), will leave the Company effective March 18, 2019.  The Board of Directors (the “Board”) has retained an executive search firm to identify Mr. Cashman’s successor as chief executive officer.  On February 24, 2019, the Board appointed Scott Braunstein, M.D., currently a director of the Company, as executive chairman of the Company.

Dr. Braunstein has served on the Board since September 2018.  Dr. Braunstein is currently an operating partner at Aisling Capital since 2015.  From 2015 to 2018, he served as chief operating officer at Pacira Pharmaceuticals, Inc., a specialty pharmaceutical company focused on the clinical and commercial development of products for acute care practitioners and their patients.  From 2014 to 2015, Dr. Braunstein served as a healthcare portfolio manager at Everpoint Asset Management, and, prior to that, spent 12 years at J.P. Morgan Asset Management in various capacities with the U.S. Equity team and the Global Healthcare team.  He currently serves on the Board of Directors of Esperion, Constellation Pharmaceuticals, Ziopharm, Trevena, and Site One, and as chairman at ArTara Therapeutics.  Dr. Braunstein began his career as a practicing physician, also serving as assistant clinical professor at Albert Einstein College of Medicine and Columbia University Medical Center.  He holds an M.D. from the Albert Einstein College of Medicine.

Also on February 24, 2019, Dr. Braunstein resigned from the Audit Committee of the Board, and the Board appointed Nicole Vitullo to the Audit Committee of the Board.

The Company has entered into an employment agreement with Dr. Braunstein dated as of February 26, 2019 (the “Employment Agreement”).  Under the Employment Agreement, Dr. Braunstein will have such duties consistent with the title of Executive Chairman as the Board assigns to him from time to time.  Dr. Braunstein has committed to service of two days per week, or approximately 40% of his business time as Executive Chairman.  His service will continue until the date he no longer provides that minimum time commitment in that capacity (the “End Date”).  He will be paid an annual base salary of $215,000 and will be eligible to receive a bonus of up to 50% of his base salary, as determined by the Board in its discretion, which bonus shall be prorated for 2019 based on the portion of the year during which the Executive is employed by the Company.  On February 26, 2019, Dr. Braunstein was granted a stock option under the Company’s 2014 Equity Incentive Plan, as amended, exercisable for the purchase of 240,000 shares of the Company’s Common Stock, subject to the execution of a stock option agreement in the form approved by the Company.  The exercise price of the stock option is $3.96 per share, which is equal to the last reported sale price on the Nasdaq Global Market on the grant date.  The stock option will vest in 24 equal monthly installments of 10,000 shares each, commencing on the grant date and continuing until the End Date; provided that, if the End Date occurs before the option is vested in full, the final installment will vest on a pro-rata basis based on the number of days served during the respective month.  Vested options will expire on the earlier of the one-year anniversary after Executive’s continuous service on the Board of Directors terminates or ten years after the grant date.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release, dated February 26, 2019, of Marinus Pharmaceuticals, Inc.

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SIGNATURE

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.

	MARINUS PHARMACEUTICALS, INC.
	By:	/s/ Edward Smith
		Edward Smith,
		Vice President, Chief Financial Officer,
		Secretary and Treasurer
Date:  February 28, 2019

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EX-99.1

EXHIBIT 99.1

MARINUS ANNOUNCES LEADERSHIP TRANSITION

RADNOR, PA, February 26, 2019 (Globe Newswire) — Marinus Pharmaceuticals, Inc. (Nasdaq:MRNS) (the “Company”), a biopharmaceutical company dedicated to the development of innovative therapeutics to treat epilepsy and neuropsychiatric disorders, today announced that chief executive officer, Christopher M. Cashman, will leave the Company to pursue other opportunities in the life science industry effective March 18, 2019.  Scott Braunstein, M.D., currently a director on the Company’s Board, has been appointed executive chairman.  Marinus has retained an executive search firm to identify Mr. Cashman’s successor as CEO.

“On behalf of the entire Board, I would like to thank Chris for his leadership and contributions to Marinus over the past eight years,” said Dr. Braunstein.  “Under Chris’ leadership, Marinus has built an attractive pipeline, advancing the development of ganaxolone into pivotal studies in rare pediatric genetic epilepsies and phase 2 clinical studies in refractory status epilepticus and postpartum depression.  I look forward to working with the Board to identify a successor to continue to advance ganaxolone as a safe, first-in-class therapy with the potential to dramatically improve the lives of patients suffering from drug-resistant seizures and postpartum depression.”

Dr. Braunstein has served on the Board of Marinus since September 2018 and brings over 20 years of expertise in the pharmaceutical and biotechnology industry.  Dr. Braunstein is currently an operating partner at Aisling Capital.  Prior to that, he served as chief operating officer at Pacira Pharmaceuticals, Inc., a specialty pharmaceutical company focused on the clinical and commercial development of products for acute care practitioners and their patients.  Prior to Pacira, Dr. Braunstein served as a healthcare portfolio manager at Everpoint Asset Management, and spent 12 years at J.P. Morgan Asset Management in various capacities with the U.S. Equity team and the Global Healthcare team.  He currently serves on the Board of Directors of Esperion, Constellation Pharmaceuticals, Ziopharm, Trevena, and Site One, and as chairman at ArTara Therapeutics.  Dr. Braunstein began his career as a practicing physician, also serving as assistant clinical professor at Albert Einstein College of Medicine and Columbia University Medical Center.  He holds an M.D. from the Albert Einstein College of Medicine.

Mr. Cashman said, “I am proud of the accomplishments of the Marinus team during my tenure as CEO, especially expanding the potential of ganaxolone in multiple indications.  As a result, ganaxolone is now positioned as an important future treatment option to help seriously ill patients and their families. I look forward to seeing the Marinus team execute on the significant opportunities that lie ahead for the benefit of all stakeholders.”

About Marinus Pharmaceuticals

Marinus Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to the development of ganaxolone, which offers a new mechanism of action, demonstrated efficacy and safety, and convenient dosing to improve the lives of patients suffering from epilepsy and neuropsychiatric disorders. Ganaxolone is a positive allosteric modulator of GABAA that acts on a well-characterized target in the brain known to have anti-seizure, anti-depressant and anti-anxiety effects. Ganaxolone is being developed in three different dose forms (IV, capsule and liquid) intended to maximize therapeutic reach to adult and pediatric patient populations in both acute and chronic care settings.  Marinus has initiated the first ever pivotal study in children with CDKL5 deficiency disorder, a rare form of epilepsy, and is currently conducting studies in patients with postpartum depression and refractory status epilepticus. For more information visit www.marinuspharma.com. Please follow us on Twitter: @MarinusPharma.

Forward-Looking Statements

To the extent that statements contained in this press release are not descriptions of historical facts regarding Marinus, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “may”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “believe”, and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements.  Examples of forward-looking statements contained in this press release include, among others, statements regarding our interpretation of preclinical studies, development plans for our product candidate, including the development of dose forms, the clinical trial testing schedule and milestones, the ability to complete enrollment in our clinical trials, interpretation of scientific basis for ganaxolone use, timing for availability and release of data, the safety, potential efficacy and therapeutic potential of our product candidate and our expectation regarding the sufficiency of our working capital. Forward-looking statements in this release involve substantial risks and uncertainties that could cause our clinical development programs, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the conduct of future clinical trials, the timing of the clinical trials, enrollment in clinical trials, availability of data from ongoing clinical trials, expectations for regulatory approvals, the attainment of clinical trial results that will be supportive of regulatory approvals, and other matters, including the development of formulations of ganaxolone, and the availability or potential availability of alternative products or treatments for conditions targeted by the Company that could affect the availability or commercial potential of our drug candidates. Marinus undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see filings Marinus has made with the Securities and Exchange Commission.

CONTACT:

Lisa M. Caperelli

Executive Director, Investor & Strategic Relations

Marinus Pharmaceuticals, Inc.

484-801-4674

lcaperelli@marinuspharma.com

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