Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 MARINUS PHARMACEUTICALS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
Table of Contents Marinus Pharmaceuticals, Inc. 5 Radnor Corporate Center, Suite 500 100 Matsonford Road Radnor, PA 19087 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held March 31, 2020 To our Stockholders: NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Marinus Pharmaceuticals, Inc. (the “Company”) will be held virtually at www.virtualshareholdermeeting.com/MRNS2020 on Tuesday, March 31, 2020, at 10:00 a.m. (Eastern Daylight Time), to consider and vote on the following matters described in the accompanying Proxy Statement: 1. to approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares (the “Authorized Shares Proposal”); 2. to approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-4, with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s Board of Directors (the “Board”) in its sole discretion (the “Reverse Stock Split Proposal”); and 3. to approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the Authorized Shares Proposal or the Reverse Stock Split Proposal (the “Adjournment Proposal”). The Board has fixed February 19, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of business on that date will be entitled to receive notice of and to vote at the Special Meeting or any adjournment or postponement thereof. The Board unanimously recommends that you vote “FOR” the Authorized Shares Proposal, “FOR” the Reverse Stock Split Proposal and “FOR” the Adjournment Proposal. You are cordially invited to attend the Special Meeting. Whether or not you expect to attend, you are respectfully requested by the Board to promptly either sign, date and return the enclosed proxy card or vote via the Internet by following the instructions provided on the proxy card. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience. By Order of the Board of Directors, /s/ Edward F. Smith Edward F. Smith Vice President, Chief Financial Officer, Treasurer and Secretary Radnor, Pennsylvania March 2, 2020 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on March 31, 2020: Copies of our Proxy Materials, consisting of the Notice of Special Meeting, the Proxy Statement and the Accompanying Form of Proxy Card are available at www.proxyvote.com
Table of Contents TABLE OF CONTENTS Page PROXY STATEMENT 1 FREQUENTLY ASKED QUESTIONS 1 PROPOSAL 1: AUTHORIZED SHARES PROPOSAL 5 PROPOSAL 2: REVERSE STOCK SPLIT PROPOSAL 7 PROPOSAL 3: ADJOURNMENT PROPOSAL 14 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 15 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2020 ANNUAL MEETING OF STOCKHOLDERS 18 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 19 ANNEX A — AUTHORIZED SHARES AMENDMENT ANNEX B — REVERSE SPLIT AMENDMENT
Table of Contents Marinus Pharmaceuticals, Inc. 5 Radnor Corporate Center, Suite 500 100 Matsonford Road Radnor, PA 19087 PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS To Be Held March 31, 2020 This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Marinus Pharmaceuticals, Inc. (“we,” “us,” or the “Company”) for a Special Meeting of Stockholders to be held on Tuesday, March 31, 2020, at 10:00 a.m. Eastern Daylight Time, virtually at www.virtualshareholdermeeting.com/MRNS2020, and for any adjournment or postponement thereof (the “Special Meeting”), for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders. We are providing our proxy materials to record stockholders by sending a printed copy of the full set of our proxy materials (the “Proxy Materials”), consisting of the Notice of Special Meeting of Stockholders, this Proxy Statement and a proxy card by mail. As permitted by Securities and Exchange Commission (“SEC”) rules, we are also providing access to the Proxy Materials on the Internet. The Proxy Statement and accompanying form of proxy card are first being mailed or given to stockholders on or about March 2, 2020. FREQUENTLY ASKED QUESTIONS The following questions and answers present important information pertaining to the Special Meeting: Q: What is in this Proxy Statement? A: This Proxy Statement describes the proposals on which we would like you, as a stockholder, to vote at the Special Meeting. It gives you information on the proposals, as well as other information about us, so that you can make an informed decision on whether or how to vote your stock. Q: What is the purpose of the Special Meeting? A: We are holding the Special Meeting for the following purposes, which are described in more detail below in this Proxy Statement: 1. to approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares (the “Authorized Shares Proposal”); 2. to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-4, with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”); and 3. to approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the Authorized Shares Proposal or the Reverse Stock Split Proposal (the “Adjournment Proposal”). Q: Who is entitled to vote at the Special Meeting? A: Only stockholders of record as of the close of business on February 19, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting. During the ten days before the Special Meeting, you may inspect a list of stockholders eligible to vote. If 1
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