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): November 7, 2022

Marinus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

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:

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

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 1.01.  Entry into a Material Definitive Agreement.

On November 7, 2022, Marinus Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVB Securities LLC, RBC Capital Markets, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters identified therein (the “Underwriters”), in connection with a previously announced underwritten public offering (the “Offering”) of 10,526,316 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Shares”) and, in lieu of Shares to certain investors, pre-funded warrants (the “Pre-funded Warrants”) to purchase 2,105,264 Common Shares. The price to the public for the Shares in the Offering was $4.75 per Share, and the price to the public for the Pre-funded Warrants in the Offering was $4.749 per Pre-funded Warrant, which represents the per share public offering price for the Shares less the $0.001 per share exercise price for each such Pre-funded Warrant. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,894,737 Common Shares, at the same price per share as the Shares.

The net proceeds to the Company from the Offering are expected to be approximately $56.4 million after deducting underwriting discounts and commissions, and before deducting offering expenses payable by the Company. The Company intends to use the proceeds from the Offering to continue to fund commercialization of ganaxolone, the development of the Company’s product candidates and for general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, clinical trial expenditures, acquisitions of new technologies, products or businesses, and investments.

The Offering is expected to close on November 10, 2022. The Offering is being made pursuant to a prospectus supplement dated November 7, 2022 and an accompanying prospectus dated July 27, 2020, pursuant to a Registration Statement on Form S-3 (No. 333-239780), which was initially filed by the Company with the Securities and Exchange Commission (“SEC”) on July 9, 2020 and declared effective by the SEC on July 27, 2020.

The Pre-funded Warrants will be exercisable at any time after the date of issuance. The exercise price and the number of Common Shares issuable upon exercise of each Pre-funded Warrant (the “Warrant Shares”) is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Shares as well as upon any distribution of assets, including cash, stock or other property, to the Company’s stockholders. The Pre-funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise.

A holder of Pre-funded Warrants may not exercise such Pre-funded Warrants if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of Common Shares outstanding immediately after giving effect to such exercise. A holder of Pre-funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing summary of the terms of the Underwriting Agreement and the Pre-funded Warrants is qualified in its entirety by reference to the Underwriting Agreement and the Form of Pre-funded Warrant, respectively, copies of which are attached hereto as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated herein by reference.

Hogan Lovells US LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares and the Pre-funded Warrants in the Offering, as well as the Warrant Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

The Company issued press releases announcing the launch and pricing of the Offering on November 7, 2022. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

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.