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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Reverse Stock Split
On September 22, 2020, Marinus Pharmaceuticals,
Inc. (the “Company”) filed a Certificate of Amendment (the “Reverse Stock Split Certificate of Amendment”)
to its Fourth Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to
effect a one-for-four (1-for-4) reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding
shares of common stock, par value $0.001 (the “Common Stock”). As previously announced, on March 31, 2020, the Company’s
stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of
all of the Company’s shares of common stock at a ratio of 1-for-4, and granted authorization to the Company’s
Board of Directors (the “Board”) to determine in its discretion the timing of the reverse split on or
prior to March 31, 2021. The Board authorized the filing of the Reverse Stock Split Certificate of Amendment on September 17, 2020.
Pursuant to the Certificate
of Amendment, effective as of 5:00 p.m. Eastern Time on September 22, 2020, each outstanding share of Common Stock will
automatically combine into 1/4 of a share of Common Stock. No fractional shares will be issued as a result
of the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of Common Stock will
receive a cash payment in lieu of such fraction of a share of Common Stock.
The Reverse Stock
Split affects all of the Company’s issued and outstanding shares of Common Stock. The Reverse Stock Split will
also affect the Company’s outstanding Series A Participating Convertible Preferred Stock, stock options and
other exercisable or convertible instruments, all of which will be adjusted proportionately to reflect the Reverse Stock Split.
Each stockholder's percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock
Split, except for minor changes resulting from the cashing out of fractional shares.
As a result of the Reverse Stock Split,
the number of issued and outstanding shares of Common Stock will be adjusted from 122,301,270 shares to approximately
30.6 million shares.
The Common Stock will begin trading
on a post-Reverse Stock Split basis on The Nasdaq Global Market tier of The Nasdaq Stock Market at the open of the
market on September 23, 2020. The Company’s trading symbol will remain “MRNS”. The new CUSIP number for the Common Stock following
the Reverse Stock Split is 56854Q200.
Decrease in Authorized Shares
As previously announced, on May 27, 2020,
the Company's stockholders approved the amendment to the Certificate of Incorporation to increase the number of authorized shares
of the Common Stock from 150,000,000 shares to 300,000,000 shares (the “Authorized Share Increase”). In addition, the
Company’s stockholders approved an amendment to the Certificate of Incorporation to decrease the number of authorized shares
of the Common Stock from 300,000,000 shares to 150,000,000 shares (the “Authorized Share Decrease”), with the Authorized
Share Decrease to be effected in the event that both the Authorized Share Increase and the Reverse Stock Split are both effected.
On May 27, 2020, the Company filed a Certificate of Amendment to the Certificate of Incorporation effecting the Authorized Share
Increase. As a result, in connection with the Reverse Stock Split, on September 22, 2020, the Company also filed a Certificate
of Amendment (the “Authorized Shares Certificate of Amendment”) to the Certificate of Incorporation to reduce the number
of shares of Common Stock authorized under the Certificate of Incorporation from 300,000,000 shares to 150,000,000 shares. The
number of authorized shares of preferred stock under the Certificate of Incorporation was unchanged.
The information set forth herein is qualified
in its entirety by the terms contained in the Reverse Stock Split Certificate of Amendment and the Authorized Shares Certificate
of Amendment, copies of which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively.