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)

August 6, 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	MRNS	Nasdaq Global Market

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 2.02.Results of Operations and Financial Condition.

Marinus Pharmaceuticals, Inc. (the “Company”) issued a press release on August 8, 2019 announcing its financial results for the quarter ended June 30, 2019. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 2.02.

The information furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, we undertake no duty or obligation to publicly update or revise the information so furnished.

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

On August 6, 2019, the Board of Directors (the “Board”) of the Company appointed Scott Braunstein, M.D., currently a director and executive chairman of the Company, as president and chief executive officer of the Company, effective August 12, 2019.  Also on August 6, 2019, the Board appointed Nicole Vitullo as chairman of the Board.  Dr. Braunstein will remain a member of the Board.

Dr. Braunstein has served on the Board since September 2018, and as executive chairman since February 2019.  Dr. Braunstein is currently an operating partner at Aisling Capital since 2015.  From 2015 to 2018, he served as chief strategy officer and 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 13 years at J.P. Morgan Asset Management in various capacities with the U.S. Equity team and portfolio manager of the JP Morgan Global Healthcare Fund.  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.

The Company has entered into an amended and restated employment agreement with Dr. Braunstein dated as of August 6, 2019 (the “Employment Agreement”).  Under the Employment Agreement, Dr. Braunstein will have such duties consistent with the title of President and Chief Executive Officer as the Board assigns to him from time to time, effective August 12, 2019.  He will be paid an annual base salary of $537,500 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 number of days during such year that Dr. Braunstein was employed by the Company under both the prior employment agreement and this Employment Agreement.  On August 6, 2019, Dr. Braunstein was granted a stock option under the Company’s 2014 Equity Incentive Plan, as amended, exercisable for the purchase of 1,000,000 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 $1.07 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 48 equal monthly installments, commencing on September 6, 2019.  Vested options will expire on the earlier of ninety days after Dr. Braunstein’s continuous service to the Company terminates or ten years after the grant date.

The Employment Agreement is attached to this Form 8-K as Exhibit 10.1.  The description of the Employment Agreement is qualified in its entirety by reference to the Exhibit 10.1 filed with this Form 8-K report.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement dated as of August 6, 2019, between the Company and Scott Braunstein, M.D.
99.1	Press Release, dated August 8, 2019, of Marinus Pharmaceuticals, Inc.

2

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:  August 8, 2019

3

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of August 6, 2019 between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Scott Braunstein (the “Employee”).

Recital:

Since February 26, 2019, the Employee has been employed as Executive Chairman of the Company pursuant to an Employment Agreement dated as of February 26, 2019 (the “Prior Agreement”).  The parties desire to enter into this Agreement to amend and restate the Prior Agreement so as to provide for the continued employment of the Employee by the Company from and after August 12, 2019 (the “Effective Date”) as President and Chief Executive Officer and for certain other matters in connection with such employment, all as set forth more fully in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.Duties.  From and after the Effective Date, the Company agrees that the Employee shall be employed by the Company on a full-time basis to serve as the President and Chief Executive Officer of the Company.  The Employee shall report to the Board of Directors of the Company.  The Employee agrees to be so employed by the Company and to devote his best efforts to advance the interests of the Company and to perform such executive, managerial, administrative and financial functions as are required to develop the Company’s business and to perform other duties assigned to the Employee by the Board of Directors of the Company (the “Board”) that are consistent with the Employee’s position as President and Chief Executive Officer.  Subject to the foregoing, the Employee may engage in other business and professional activities to the extent that they do not interfere with his obligations under this Agreement, provided that each of those activities is first disclosed to and approved by the Board.

2.Term.  The Employee’s employment under this Agreement shall continue in effect until terminated pursuant to Section 4 of this Agreement.

3.Compensation.

(a)Salary.  From and after the Effective Date, the Employee shall be paid an annual salary at the rate of not less than $537,500 (the “Base Salary”).  The Base Salary may be increased from time to time by the Board.  The Board shall review the Base Salary at least annually at the end of each fiscal year of the Company.  The Base Salary shall be paid in accordance with the Company’s regular payroll practices, less applicable taxes and withholdings.

(b)Annual Bonus.  At the end of each fiscal year of the Company that ends during the term of this Agreement, provided Employee remains employed, the Board shall consider the award of a performance bonus to the Employee for such fiscal year in an amount of

up to 50% of the Employee’s Base Salary (the “Target Bonus”) based upon the achievement of performance objectives established annually by the Board or its Compensation Committee, which shall be prorated for 2019 based on the number of days during such year that the Employee was employed by the Company under both the Prior Agreement and this Agreement.  Whether the performance objectives for any year have been achieved by the Employee shall be determined by the Board or its Compensation Committee.  Notwithstanding the foregoing, all bonuses shall be paid in a single lump sum payment within two and one-half months after the close of each year, less applicable taxes and withholdings.

(c)Equity Incentive Awards.  On the date hereof, the Employee will be granted a stock option under the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”), exercisable for the purchase of 1,000,000 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 will be equal to the last reported sale price on the Nasdaq Global Market on the grant date.  The stock option will vest in 48 substantially equal monthly installments commencing one month after the date hereof; provided that, no portion of the stock option that is not exercisable at the time of the Employee’s termination of employment shall thereafter become exercisable.  The vesting of the stock options (the “Prior Stock Options”) granted pursuant to the Prior Agreement shall cease as of the date hereof so that number of shares under the Prior Stock Options vested up to the date hereof, i.e., 63,667 shares shall remain exercisable in accordance with the applicable stock option agreement, and the remaining unvested portion of the Prior Stock Options shall terminate as of the date hereof.

(d)Vacation and Fringe Benefits.  The Employee shall be entitled to 20 days’ paid vacation, plus an additional two floating holidays and two personal days, as per Company policy then in place.  The Employee shall be entitled to participate in all insurance and other fringe benefit programs of the Company to the extent and on the same terms and conditions as are accorded to other officers and key employees of the Company.

(e)Reimbursement of Expenses.  The Employee shall be reimbursed for all normal items of travel, entertainment and miscellaneous business expenses reasonably incurred by the Employee on behalf of the Company, provided that such expenses are documented and submitted in accordance with the reimbursement policies of the Company as in effect from time to time.  For a period of one year after the Effective Date, the Company will reimburse the Employee for his reasonable out-of-pocket housing expenses in the Greater Philadelphia area.  The reimbursement of expenses pursuant to this Section 3(e) is subject to the Company’s requirements with respect to reporting and documentation of such expenses.

4.Termination.

(a)Death.  This Agreement shall automatically terminate effective as of the date of the Employee’s death, in which event the Company shall not have any further obligation or liability under this Agreement except that the Company shall pay to the Employee’s estate:  (i)any portion of the Employee’s Base Salary for the period up to the Employee’s date of death that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans.

2

(b)Total Disability.  The  Employee’s employment shall be terminable by the Company beginning 90 days after the onset of a Disability or at such time as may be permissible under the Family and Medical Leave Act or any successor statute, whichever is longer, in which event, the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee:  (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans.  The term “Disability,” when used herein, shall be defined in the manner set forth in any disability insurance policy maintained by the Company under which the Employee is a covered participant.

(c)Termination by the Company for Cause.  The Company may terminate the Employee’s employment hereunder upon written notice to the Employee for any of the following reasons:  (i) the Employee’s misuse of alcoholic beverages, controlled substances or other narcotics, which misuse has had or is reasonably likely to have a material adverse effect on the business or financial affairs of the Company or the reputation of the Company; (ii) failure by the Employee to cooperate with the Company in any investigation or formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other offense that results in or could result in any prison sentence; (iv) adjudication as an incompetent; (v) the Employee’s intentional failure to perform any lawful duties assigned to him by the Board after receiving at least ten business days of advance written notice and the opportunity to cure to the satisfaction of the Board of an equivalent time period; (vi) the Employee’s gross negligence or other misconduct that is materially injurious to the Company, monetarily or otherwise, including but not limited to any act or omission by the Employee of fraud, theft, dishonesty, embezzlement, falsification of records or moral turpitude; (vii) the Employee’s willful violation of the Company’s By-laws, Code of Conduct or other Company policy that is materially detrimental to the Company’s best interest, after receiving at least ten business days of advance written notice and a reasonable opportunity to cure of an equivalent time period; (viii) any continued or repeated absence from the Company, unless the absence is approved or excused by the Board or the result of the Employee’s illness, disability or incapacity (in which event the provisions of Section 4(b) hereof shall control); or (ix) misappropriation of any funds or property of the Company, theft, embezzlement or fraud.  In the event that the Company shall discharge the Employee pursuant to this Section 4(c), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee:  (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans.

(d)Other Termination by the Company.  The Company may terminate the employment of the Employee for any reason other than one specified in Section 4(b) or 4(c) hereof immediately upon written notice to the Employee, in which event the Employee shall be entitled to receive:  (i) any portion of the Employee’s Base Salary for the period up to the date of

3

termination that has been earned but remains unpaid; (ii) any benefits that have accrued to the Employee under the terms of any employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans; and (iii) subject to the satisfaction of the provisions of Section 4(g) and the compliance by the Employee with all terms and provisions of this Agreement that survive the termination of the Employee’s employment by the Company, (A) the Employee’s Base Salary for a period of twelve months, less applicable taxes and withholdings, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a Change in Control; provided, however, that if such termination of employment shall occur within three months before or within twelve months after the occurrence of a Change in Control (such period being referred to herein as the “Change in Control Period”), the severance payable to the Employee shall be increased to an amount equal to the Employee’s Base Salary for a period of 18 months and be payable in a single lump sum payment, less applicable taxes and withholdings; (B) payment or reimbursement (upon presentation of proof of payment) of the Employee’s medical insurance premiums at the same level as was in effect on the termination date for a period of twelve months, which period shall increase to 18 months if such termination of employment shall occur within the Change in Control Period; and (C) if such termination of employment shall occur within the Change in Control Period, an amount equal to the Employee’s Target Bonus for the year in which such employment termination shall occur, prorated based on the relative number of days in such year during which the Employee was employed by the Company and/or its successor in the Change in Control, payable in a single lump sum payment, less applicable taxes and withholdings.  Any severance payments and lump sum payments due hereunder shall commence as soon as administratively feasible within 60 days after the date of the Employee’s termination of employment provided the Employee has timely executed and returned the Release referred to in Section 4(g) and, if a revocation period is applicable, the Employee has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year.  On the date that severance payments commence, the Company will pay the Employee in a single lump sum payment, less applicable taxes and withholding, the severance payments that the Employee would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the severance payments to be paid as originally scheduled.

(e)Termination by the Employee for Good Reason.  The Employee may terminate the Employee’s employment by providing written notice to the Company of a breach constituting Good Reason.  “Good Reason” shall be deemed to exist with respect to any termination of employment by the Employee for any of the following reasons:  (i) a reassignment of the Employee to a location outside the Greater Philadelphia area; (ii) any material failure by the Company to comply with any material term of this Agreement; (iii) the demotion of the Employee to a lesser position than described in Section 1 hereof or a substantial diminution of the Employee’s authority, duties or responsibilities as in effect on the date of this Agreement or as hereafter increased; or (iv) a material diminution of the Employee’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives.  If the Employee shall terminate the Employee’s employment hereunder for Good Reason, the Employee shall be entitled to receive the same payments and benefits on the same terms and conditions as would be applicable upon a termination of the Employee’s employment by the Company without Cause, as provided in

4

Section 4(d) and subject to the satisfaction of the other provisions of this Section 4(e).  The Employee may not resign with Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Employee, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Employee believes to constitute “Good Reason” and identifies the particular clause of this Section 4(e) that the Employee contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Employee of the Employee’s employment relationship with the Company, and (C) the Employee actually resigns from the employ of the Company on or before that date that is six calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.”  If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Employee from the employ of the Company shall not be deemed to have been for “Good Reason,” the Employee shall not be entitled to any of the benefits to which the Employee would have been entitled if the Employee had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Employee under this Section 4(e) had the Employee resigned with “Good Reason.”

(f)Other Termination by the Employee.  The Employee may terminate the Employee’s employment for any reason other than one specified in Section 4(e) upon at least 30 days’ prior written notice to the Company, which notice shall specify the effective date of the termination.  In the event the Employee shall terminate the Employee’s employment pursuant to this Section 4(f), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee:  (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans.

(g)Execution of Release.  The Employee shall not be entitled to any payments or benefits under Sections 4(d) or 4(e) unless the Employee executes and does not revoke a Release and Agreement (the “Release”) in favor of the Company in the form provided by the Company, as drafted at the time of the Employee’s termination of employment, including, but not limited to:

(i)an unconditional release of all rights to any claims, charges, complaints, grievances, known or unknown to the Employee, against the Company, its affiliates or assigns, through the date of the Employee’s termination from employment other than post-termination payments and benefits pursuant to this Agreement;

(ii)a representation and warranty that the Employee has not filed or assigned any claims, charges, complaints, or grievances against the Company, its affiliates, or assigns;

5

(iii)an agreement not to use, disclose or make copies of any confidential information of the Company, as well as to return any such confidential information and property to the Company upon execution of the Release;

(iv)a mutual agreement to maintain the confidentiality of the Release or disclose the reasons for any termination of employment;

(v)an agreement not to disparage the Company or its officers, directors, stockholders, products or business; and

(vi)an agreement to indemnify the Company, or its affiliates or assigns, in the event that the Employee breaches any portion of this Agreement or the Release.

Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Employee’s execution of the Release, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(h)Definition of Change in Control.  As used in this Agreement, the term “Change in Control” means:

(i)any merger or consolidation in which voting securities of the Company possessing more than 50% of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the person holding those securities immediately prior to such transaction and the composition of the Board following such transaction is such that the directors of the Company prior to the transaction constitute less than 50% of the Board membership following the transaction;

(ii)any acquisition, directly or indirectly, by a person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership of voting securities of the Company possessing more than 50% of the total combined voting power of the Company’s outstanding securities; provided, however, that, no Change in Control shall be deemed to occur by reason of the acquisition of shares of the Company’s capital stock by an investor or group of investors in the Company in a capital-raising transaction; or

(iii)any sale, transfer, exclusive worldwide license or other disposition of all or substantially all of the assets of the Company; or

(iv)within any 24-month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of any successor to the Company, provided that any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 4(h)(iv), unless such

6

election, recommendation or approval was the result of an actual or threatened contested election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor provision.

(i)Base Salary Continuation.  The Base Salary continuation set forth in Sections 4(d) and (e) above shall be intended either (i) to satisfy the safe harbor set forth in the regulations issued under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Treas. Regs. 1.409A-1(n)(2)(ii)) or (ii) be treated as a Short-term Deferral as that term is defined under Code section 409A (Treas. Regs. 1.409A-1(b)(4)).  To the extent such continuation payments exceed the applicable safe harbor amount or do not constitute a Short-term Deferral, the excess amount shall be treated as deferred compensation under Code section 409A and as such shall be payable pursuant to the following schedule: such excess amount shall be paid via standard payroll in periodic installments in accordance with the Company’s usual practice for its senior executives.  Solely for purposes of Code section 409A, each installment payment is considered a separate payment.  Notwithstanding any provision in this Agreement to the contrary, in the event that the Employee is a “specified employee” as defined in Section 409A, any continuation payment, continuation benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period of six months following the date of the Employee’s termination of employment or before the date of the Employee’s death, if earlier.

(j)Parachute Provisions.  Notwithstanding any provisions of this Agreement to the contrary:

(i)If any of the payments or benefits received or to be received by the Employee in connection with the Employee’s termination of employment in respect of a Change in Control, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company (all such payments and benefits, being hereinafter referred to as the “Total Payments”), would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Employee shall receive the Total Payments and be responsible for the Excise Tax; provided, however that the Employee shall not receive the Total Payments and the Total Payments shall be reduced to the Safe Harbor Amount (defined below) if (A) the net amount of such Total Payments, as so reduced to the Safe Harbor Amount (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payment without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments).  The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax.

(ii)For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all of the Total Payments shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm that was, immediately prior to the Change in Control, the Company’s independent auditor (the

7

“Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (B) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of Section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (C) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  If the Auditor is prohibited by applicable law or regulation from performing the duties assigned to it hereunder, then a different auditor, acceptable to both the Company and Employee, shall be selected.  The fees and expenses of Tax Counsel and the Auditor shall be paid by the Company.

(iii)In the event it is determined that the Safe Harbor Amount is payable to Employee, then the severance payments provided under this Agreement that are cash shall first be reduced on a pro rata basis, and the non-cash severance payments shall thereafter be reduced on a pro rata basis, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax.

5.Non-Disclosure and Non-Competition.

(a)Non-Disclosure.  The Employee acknowledges that in the course of performing services for the Company, the Employee will obtain knowledge of the Company’s business plans, products, processes, software, know-how, trade secrets, formulas, methods, models, prototypes, discoveries, inventions, improvements, disclosures, names and positions of employees and/or other proprietary and/or confidential information (collectively the “Confidential Information”).  The Employee agrees to keep the Confidential Information secret and confidential and not to publish, disclose or divulge to any other party, and the Employee agrees not to use any of the Confidential Information for the Employee’s own benefit or to the detriment of the Company without the prior written consent of the Company, whether or not such Confidential Information was discovered or developed by the Employee.  The Employee also agrees not to divulge, publish or use any proprietary and/or confidential information of others that the Company is obligated to maintain in confidence.

(b)Non-Competition.  The Employee agrees that, during the Employee’s employment by the Company hereunder and for an additional period of one year after the termination of the Employee’s employment hereunder, neither the Employee nor any corporation or other entity in which the Employee may be interested as a partner, trustee, director, officer, employee, agent, shareholder, lender of money or guarantor, or for which the Employee performs services in any capacity (including as a consultant or independent contractor) shall at any time during such period (i) be engaged, directly or indirectly, in any Competitive Business (as that term is hereinafter defined) or (ii) solicit, hire, contract for services or otherwise employ, directly or indirectly, any of the employees of the Company.  For purposes of this Section 5(b) the term “Competitive Business” shall mean any firm or business organization that competes with the Company in the development and/or commercialization of drugs that prevent or treat epilepsy, depression or neuropsychiatric disorders or any other technology, product or service

8

being developed, manufactured, marketed, distributed or planned in writing by the Company at the time of termination of the Employee’s employment with the Company. The foregoing prohibition shall not prevent any employment or engagement of the Employee, after termination of employment with the Company, by any company or business organization not substantially engaged in a Competitive Business as long as the activities of any such employment or engagement, in any capacity, do not involve work on matters related to any product or service being developed, manufactured, marketed, distributed or planned in writing by the Company at the time of termination of Employee’s employment with the Company.  The Employee’s ownership of no more than 5% of the outstanding voting stock of a publicly traded company shall not constitute a violation of this Section 5(b).

6.Inventions and Discoveries.

(a)Disclosure.  The Employee shall promptly and fully disclose to the Company, with all necessary detail, all developments, know-how, discoveries, inventions, improvements, concepts, ideas, formulae, processes and methods (whether copyrightable, patentable or otherwise) made, received, conceived, acquired or written by the Employee (whether or not at the request or upon the suggestion of the Company, solely or jointly with others), during the period of the Employee’s employment with the Company that (i) result from, arise out of, or relate to any work, assignment or task performed by the Employee on behalf of the Company, whether undertaken voluntarily or assigned to the Employee within the scope of the Employee’s responsibilities to the Company, or (ii) were developed using the Company’s facilities or other resources or in Company time, or (iii) result from the Employee’s use or knowledge of the Company’s Confidential Information, or (iv) relate to the Company’s business or any of the products or services being developed, manufactured or sold by the Company or that may be used in relation therewith (collectively referred to as “Inventions”).  The Employee hereby acknowledges that all original works of authorship that are made by the Employee (solely or jointly with others) within the above terms and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.  The Employee understands and hereby agrees that the decision whether or not to commercialize or market any Invention developed by the Employee solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty shall be due to the Employee as a result of the Company’s efforts to commercialize or market any such Invention.

(b)Assignment and Transfer.  The Employee agrees to assign and transfer to the Company all of the Employee’s right, title and interest in and to the Inventions, and the Employee further agrees to deliver to the Company any and all drawings, notes, specifications and data relating to the Inventions, and to sign, acknowledge and deliver all such further papers, including applications for and assignments of copyrights and patents, and all renewals thereof, as may be necessary to obtain copyrights and patents for any Inventions in any and all countries and to vest title thereto in the Company and its successors and assigns and to otherwise protect the Company’s interests therein.  The Employee shall not charge the Company for time spent in complying with these obligations.  If the Company is unable because of the Employee’s mental or physical incapacity or for any other reason to secure the Employee’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then the Employee hereby irrevocably designates and appoints the Company and its duly authorized

9

officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by the Employee.

(c)Records.  The Employee agrees that in connection with any research, development or other services performed for the Company, the Employee will maintain careful, adequate and contemporaneous written records of all Inventions, which records shall be the property of the Company.

7.Company Documentation.  The Employee shall hold in a fiduciary capacity for the benefit of the Company all documentation, disks, programs, data, records, drawings, manuals, reports, sketches, blueprints, letters, notes, notebooks and all other writings, electronic data, graphics and tangible information and materials of a secret, confidential or proprietary information nature relating to the Company or the Company’s business that are in the possession or under the control of the Employee.

8.Injunctive Relief.  The Employee acknowledges that the Employee’s compliance with the agreements in Sections 5, 6 and 7 hereof is necessary to protect the good will and other proprietary interests of the Company and that the Employee is one of the principal executives of the Company and conversant with its affairs, its trade secrets and other proprietary information.  The Employee acknowledges that a breach of any of the Employee’s agreements in Sections 5, 6 and 7 hereof will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law; and the Employee agrees that in the event of any breach of the aforesaid agreements, the Company and its successors and assigns shall be entitled to injunctive relief and to such other and further relief as may be proper.

9.Full Agreement.  This Agreement  amends, restates and supersedes the Prior Agreement, but shall not supersede any existing confidentiality, nondisclosure, invention assignment or non-compete agreement between the Employee and the Company.  Except as set forth in the preceding sentence, this Agreement constitutes the entire agreement of the parties concerning its subject matter and supersedes all other oral or written understandings, discussions, and agreements, and may be modified only in a writing signed by both parties.  The parties acknowledge that they have read and fully understand the contents of this Agreement and execute it after having an opportunity to consult with legal counsel.

10.Amendments.  Any amendment to this Agreement shall be made in writing and signed by the parties hereto.

11.Enforceability.  If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.

10

12.Construction.  This Agreement shall be construed and interpreted in accordance with the internal laws of the Commonwealth of Pennsylvania.

13.Assignment.

(a)By the Company.  The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.  This Agreement may be assigned by the Company without the consent of the Employee.

(b)By the Employee.  This Agreement and the obligations created hereunder may not be assigned by the Employee, but all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee’s heirs, devisees, legatees, executors, administrators and personal representatives.

14.Notices.  All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when mailed by certified mail, return receipt requested, or delivered by a national overnight delivery service addressed to the intended recipient as follows:

If to the Company:

Marinus Pharmaceuticals, Inc.
Five Radnor Corporate Center

100 Matsonford Road, Suite 500

Radnor, PA 19087
Attention:  Chair of the Board

If to the Employee, to his residence address as set forth in the Company’s records.

Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.

15.Waivers.  No claim or right arising out of a breach or default under this Agreement shall be discharged in whole or in part by a waiver of that claim or right unless the waiver is supported by consideration and is in writing and executed by the aggrieved party hereto or such party’s duly authorized agent.  A waiver by any party hereto of a breach or default by the other party hereto of any provision of this Agreement shall not be deemed a waiver of future compliance therewith, and such provisions shall remain in full force and effect.

16.Section 409A.  It is intended that this Agreement be drafted and administered in compliance with section 409A of the Code, including, but not limited to, any future amendments to Code section 409A, and any other Internal Revenue Service or other governmental rulings or interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject the Employee to payment of interest or any additional tax under Code section 409A.  The parties intend for any payments under this Agreement to either satisfy the requirements of Section 409A

11

or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly.  In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax.  In addition, to the extent that any Internal Revenue Service guidance issued under Section 409A would result in the Employee being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Employee.

17.Survival of Covenants.  The provisions of Sections 4, 5, 6, 7 and 8 hereof shall survive the termination of this Agreement.  Furthermore, each other provision of this Agreement that, by its terms, is intended to continue beyond the termination of the Employee’s employment shall continue in effect thereafter.

(Signature page follows.)

12

IN WITNESS WHEREOF, this Amended and Restated Agreement has been executed by the parties as of the date first above written.

MARINUS PHARMACEUTICALS, INC.
By:	/s/ Nicole Vitullo
	Nicole Vitullo
	Director
/s/ Scott Braunstein
Scott Braunstein

13

EX-99.1

Exhibit 99.1

MARINUS PHARMACEUTICALS PROVIDES BUSINESS UPDATE AND REPORTS SECOND QUARTER FINANCIAL RESULTS

Top-line Phase 2 refractory status epilepticus (RSE) data on-track for Q3 2019

Scott Braunstein, MD appointed as CEO

Nicole Vitullo appointed as Chairman of the Board

RADNOR, PA, August 8, 2019 — Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a pharmaceutical company dedicated to the development of innovative therapeutics to treat epilepsy and neuropsychiatric disorders, today provided a business update on its clinical development activities and reported its financial results for the second quarter ended June 30, 2019.

“I am proud to announce that after an extensive interview process with several qualified candidates, the Board has appointed me as Chief Executive Officer of Marinus,” commented Dr. Scott Braunstein, formerly Executive Chairman of Marinus.  “As Executive Chairman, the past six months have been both invigorating and challenging as I worked with the Marinus team to continue to unlock the value potential of ganaxolone. I feel compelled to continue the rapid development of ganaxolone to provide treatment options for patients suffering from epilepsy, depression and other neuropsychiatric disorders.”

Nicole Vitullo said, “On behalf of the entire Board, I’d like to thank Scott for accepting the CEO position and for his continued dedication and commitment to the Marinus team and underserved patients. Furthermore, I am honored to be appointed Chairman of the Board and look forward to collaborating with the Board and executive leadership team as we advance multiple formulations of ganaxolone. As a long-tenured member of the Marinus Board, I have been consistently encouraged by the potential of ganaxolone and remain committed to the strategic advancement of our clinical programs.”

Dr. Braunstein continued, “We look forward to our Phase 2 RSE results later this quarter and continue to be encouraged by the potential of our orphan epilepsy franchise with ganaxolone.  Enrollment is progressing as expected in our Phase 3 studies evaluating oral ganaxolone in children with CDKL5 deficiency disorder and PCDH19-related epilepsy, two debilitating conditions for patients and families, with no currently approved treatments.  While the 30-day outcomes in Part 2 of the Magnolia study did not meet our expectations, based on the data generated, we are confident that IV ganaxolone is a competitive product in terms of safety, tolerability, onset of action and ease of administration. We plan to provide further updates later this year on our depression franchise as we prepare for regulatory interactions and continue discussions with potential strategic partners.”

Pipeline Updates:

Refractory Status Epilepticus (RSE)

·Enrollment continues in the proof-of-concept, open-label portion of the Phase 2 study evaluating the tolerability, efficacy and PK of IV ganaxolone in patients with RSE.

·IV ganaxolone is administered as adjunctive second-line treatment after patients have failed at least one second-line IV anti-epileptic drug. The goal is to rapidly stop seizures, reducing the need for general anesthesia to place patients into a medically induced coma. The primary endpoint for the study is the number of patients who do not require escalation to another IV anti-epileptic or anesthetic drug.

·The study remains on-track to report top-line data in the third quarter of 2019.

Orphan Pediatric Genetic Epilepsies

CDKL5 Deficiency Disorder (CDD)

·Enrollment continues into the Marigold Study, the Company’s pivotal Phase 3 study evaluating the use of oral ganaxolone in children and young adults with CDD, a refractory form of pediatric epilepsy with no currently approved treatments. The global, double-blind, placebo-controlled, single pivotal study will enroll up to 100 patients between the ages of 2 and 21 with a confirmed disease-related CDKL5 gene variant. The Company remains on-track to report top-line data from this study in Q3 2020.

PCDH19-Related Epilepsy (PCDH19-RE)

·Enrollment is on-going into the Violet Study, a single pivotal Phase 3 study evaluating oral ganaxolone in children with PCDH19-RE.  The study will enroll up to 70 patients between the ages of 1 and 17 with a confirmed PCDH19 mutation.  Patients are stratified into biomarker positive and negative groups, which could potentially provide the epilepsy community with the first diagnostic blood test that predicts the likelihood of a treatment response. The Company remains on-track to report top-line data in 2021.

Postpartum Depression (PPD)

Magnolia Study

·In July the Company announced results from Part 2 of its Phase 2 Magnolia clinical trial, evaluating IV ganaxolone followed by daily oral ganaxolone in women with PPD.

·Results showed that, in the study, ganaxolone administered as a six-hour infusion followed by oral administration was generally safe, well-tolerated and provided clinically meaningful reductions in Hamilton Rating Scale for Depression (HAM-D17) scores at early time points of 6 hours and 24 hours after start of treatment. HAM-D17 scores at 28 days of treatment were not different from placebo.

·Clinical Global Impression of Improvement (CGI-I) scores demonstrated a statistically significant benefit of ganaxolone over placebo at 24 hours, 7 days and 14 days of treatment.

·The full Magnolia data set, inclusive of Part 1 results evaluating a 48-hour IV followed by 12-hour taper regimen is supportive of advancing IV ganaxolone in PPD as an effective, safe treatment option with early onset of action and durable treatment effect.

·The Company intends to request an End of Phase 2 meeting with the FDA to discuss the Phase 3 program for IV ganaxolone in PPD. Continued discussions are taking place for use of ganaxolone in other severe depressive disorders.

2

Amaryllis Study

·In July the Company also announced data from the Phase 2 Amaryllis study which showed that, in the study, oral ganaxolone alone was generally safe and well-tolerated, with signs of rapid onset of clinical activity in the high dose cohort.

·Data from the Amaryllis Study support continued use of the once daily 1125mg oral dose in future clinical studies in depressive disorders with the support of a strategic partner.

Corporate:

·Appointed Scott Braunstein, MD, as CEO. Dr. Braunstein has served on the Company’s Board since September 2018 and was appointed executive chairman of Marinus in February 2019.

·Appointed Nicole Vitullo as chairman of the board.  Ms. Vitullo has served on the Company’s Board since 2005.

Financial Update

At June 30, 2019, the Company had cash, cash equivalents and investments of $51.9 million, compared to $72.7 million at December 31, 2018. We believe that our cash and cash equivalents as of June 30, 2019 will enable us to fund our current scale of operating expenses and capital expenditure to the end of the third quarter of 2020.

Research and development expenses increased to $10.0 million and $18.9 million for the three and six months ended June 30, 2019, respectively, as compared to $7.2 million and $11.2 million for the same periods in the prior year.  The increases were due primarily to our ongoing enrollment in our CDD study, increased patient enrollment in our PPD studies and initiation of our PCDH19 study.

General and administrative expenses were $2.5 million and $6.2 million for the three and six months ended June 30, 2019 as compared $2.3 million and $4.5 million for the same periods in the prior year.  The quarter-to-date increase was driven primarily by professional fees and other costs associated with an increased scale of operations. The primary drivers of the year-to-date increase were $1.0 million in severance expenses related to the departure of our former Chief Executive Officer ($0.4 million of which was non-cash equity compensation expense), and approximately $0.7 million in professional fees and other costs associated with an increased scale of operations.

The Company reported net losses of $12.5 million and $25.1 million for the three and six months ended June 30, 2019, respectively, compared to $9.6 million and $15.5 million in the same period a year ago. Cash used in operating activities increased to $20.4 million for the six months ended June 30, 2019 compared to $11.9 million for the same period a year ago.

Readers are referred to, and encouraged to read in its entirety, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 to be filed with the Securities and Exchange Commission, which includes further detail on the above-referenced transactions and the Company’s business plans, operations, financial condition and results of operations.

About Marinus Pharmaceuticals

Marinus Pharmaceuticals, Inc. is a pharmaceutical 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 depression. 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 IV and oral dose forms intended to maximize therapeutic reach to adult and pediatric patient populations in both acute and chronic care

3

settings.  Marinus has initiated the first ever pivotal studies in children with CDKL5 deficiency disorder and PCDH19-related epilepsy and is conducting a Phase 2 study in patients with refractory status epilepticus.  The Company has also conducted studies in women with postpartum depression. 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 study testing schedule and milestones, the ability to complete enrollment in our clinical studies, 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, arrangements with any potential strategic partners 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 and results of future clinical studies, the timing of the clinical studies, enrollment in clinical studies, availability and reporting of data from ongoing clinical studies, expectations for regulatory approvals, the attainment of clinical study 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 strategic partners and 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

4

Marinus Pharmaceuticals, Inc.

Selected Financial Data (in thousands, except share and per share amounts)

(unaudited)

	June 30,		December 31,
	2019		2018
ASSETS
Cash and cash equivalents	$	49,436	$	67,727
Investments	2,481		4,998
Other assets	7,048		2,509
Total assets	$	58,965	$	75,234
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	9,204	$	6,909
Other long term liabilities	3,176		—
Total liabilities	12,380		6,909
Total stockholders’ equity	46,585		68,325
Total liabilities and stockholders’ equity	$	58,965	$	75,234

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Expenses:
Research and development	$	10,010		$	7,232		$	18,882		$	11,159
General and administrative	2,502			2,338			6,169			4,526
Loss from operations	(12,512		)	(9,570		)	(25,051		)	(15,685		)
Interest income	90			65			186			181
Other (expense) income	(1		)	1			(41		)	—
Net loss	$	(12,423	)	$	(9,504	)	$	(24,906	)	$	(15,504	)
Per share information:
Net loss per share of common stock—basic and diluted	$	(0.24	)	$	(0.24	)	$	(0.47	)	$	(0.38	)
Basic and diluted weighted average shares outstanding	52,522,225			40,395,650			52,493,874			40,384,429

5