MARINUS PHARMACEUTICALS,INC. (NASDAQ:MRNS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

Marinus Pharmaceuticals,Inc. (the Company) has retained Lorianne
Masuoka, MD as Chief Medical Officer, effective April10, 2017.
Dr.Masuoka, age 55, served as Chief Medical Officer of InVivo
Therapeutics from March2015 until January2017, Senior Vice
President and Chief Medical Officer of Cubist Pharmaceuticals
from July2013 until January2015, and Senior Vice President and
Chief Medical Officer of Nektar Therapeutics from August2009
until August2012. From August2012 until April2017, Dr.Masuoka
provided clinical development consulting services to various
companies in the areas of neurology, epilepsy, oncology, pain and
spinal cord injury. Dr.Masuoka holds a Bachelor of Science and a
Doctor of Medicine degree from University of California Davis. As
Chief Medical Officer, Dr.Masuoka will oversee the Companys
clinical programs. A press release announcing Dr.Masuokas
appointment to the Company is attached as Exhibit99.1 to this
report.

On April10, 2017, we entered into an employment agreement with
Dr.Masuoka. The principal terms of Dr.Masuokas employment
agreement are as follows:

base salary of $365,000 per year;

annual performance bonus in an amount up to 35.0% of base salary
based on the achievement of certain performance goals established
by our Board or the compensation committee; and

stock options and awards as part of our equity incentive programs

Upon a termination of Dr.Masuokas employment by us without cause
or a resignation by Dr.Masuoka for good reason, Dr.Masuoka is
eligible to receive a continuation of her base salary for nine
months, with an accelerated payment of any balance upon a change
in control as defined in the agreement, subject to her execution
and delivery of a general release of claims. If such termination
occurs within three months before or within twelve months after a
change in control the severance payable increases to an amount
equal to her base salary for a period of eighteen months payable
in a lump sum. Upon such termination, Dr.Masuoka is also eligible
to receive payment or reimbursement of her medical insurance
premiums at the same level as was in effect on the termination
date for a period of nine months, which period increases to
eighteen months if the termination of employment occurs three
months before or twelve months after a change in control.

Termination for cause under Dr.Masuokas employment agreement
generally means termination of Dr.Masuoka by us for: (i)her
misuse of alcoholic beverages, controlled substances or other
narcotics, which misuse has had or is reasonably likely to have a
material adverse effect on our business or financial affairs or
our reputation; (ii)failure to cooperate with us in any
investigation or formal proceeding; (iii)the commission of, or a
plea of guilty or nolo contendere with respect to, or conviction
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)a breach of any material term of the employment
agreement; (vi)violation in any material respect of any of our
rules, regulations or policies; (vii)gross insubordination;
(viii)engaging in any conduct, action or behavior that, in the
reasonable opinion of our Board, has had a material adverse
effect on our reputation; (ix)any continued or repeated absence;
or (x)misappropriation of any funds or property.

Termination for good reason under Dr.Masuokas employment
agreement generally means termination by Dr.Masuoka for (i)any
material failure by us to comply with any material term of the
employment agreement; (ii)the demotion of Dr.Masuoka to a lesser
position or a substantial diminution of Dr.Masuokas authority,
duties or responsibilities or (iii)a material diminution of her
base salary and benefits, except under certain limited
circumstances.

Dr.Masuoka is entitled to participate in all of our group welfare
plans, subject to the terms and conditions applicable to such
plans as approved from time to time by our Board. Dr.Masuokas
employment agreement contains customary non-solicitation and
non-competition covenants, which covenants remain in effect for
nine months following any cessation of employment with respect to
Dr.Masuoka.

About MARINUS PHARMACEUTICALS, INC. (NASDAQ:MRNS)

Marinus Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company focuses on developing and commercializing therapeutics to treat epilepsy and neuropsychiatric disorders. Its clinical-stage product candidate, ganaxolone, is a modulator being developed in various dose forms, including intravenous, oral capsule and oral liquid, intended to provide more treatment options to adult and pediatric patient populations in both acute and chronic care settings. Ganaxolone acts on the GABAA receptor, a target in the brain known for both anti seizure and anti anxiety effects through positive allosteric modulation. The Company is developing ganaxolone for multiple epilepsy and other neuropsychiatric indications, including adjunctive, or add-on, therapy for the treatment of drug-resistant focal onset seizures; status epilepticus; Fragile X Syndrome, and PCDH19 pediatric epilepsy.

MARINUS PHARMACEUTICALS, INC. (NASDAQ:MRNS) Recent Trading Information

MARINUS PHARMACEUTICALS, INC. (NASDAQ:MRNS) closed its last trading session down -0.03 at 1.44 with 454,359 shares trading hands.