Marinus Pharmaceuticals Announces Pricing of $70 Million Public Offering of Common Stock

Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a pharmaceutical company dedicated to the development of innovative therapeutics to treat rare seizure disorders, today announced the pricing of an underwritten public offering of 5 million shares of its common stock for gross proceeds of $70 million, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by Marinus. All of the shares of common stock are being offered by Marinus. The closing of the offering is expected to occur on or about December 10, 2020, subject to the satisfaction of customary closing conditions. In addition, Marinus has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock.

Cantor Fitzgerald & Co. is acting as sole bookrunner for the offering. H.C. Wainwright & Co. is acting as lead manager for the offering.

The underwriters may offer the shares from time to time for sale in one or more transactions on the Nasdaq Global Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. On December 7, 2020, the last sale price of the shares as reported on the Nasdaq Global Market was $15.61 per share.

Marinus intends to use the net proceeds of the offering to fund the development of its 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 securities described above are being offered by Marinus pursuant to a shelf registration statement on Form S-3 (No. 333-239780) declared effective by the Securities and Exchange Commission (the "SEC”) on July 27, 2020.

A preliminary prospectus supplement relating to the offering was filed with the SEC on December 7, 2020 and is available on the SEC’s website at http://www.sec.gov. A final prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and also will be available on the SEC’s website. Before investing in the offering, you should read each of the prospectus supplement and the accompanying prospectus relating to the offering in their entirety as well as the other documents that Marinus has filed (or will file) with the SEC that are incorporated by reference in the prospectus supplement and the accompanying prospectus relating to the offering, which provide more information about Marinus and the offering. Copies of the final prospectus supplement, when available, and the accompanying prospectus relating to the offering may be obtained from Cantor Fitzgerald & Co., 499 Park Avenue, 6th Floor, New York, New York 10022, Attn: Capital Markets Department, or by email at prospectus@cantor.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Marinus Pharmaceuticals

Marinus Pharmaceuticals, Inc. is a pharmaceutical company dedicated to the development of innovative therapeutics to treat rare seizure disorders. Ganaxolone is a positive allosteric modulator of GABA_A receptors 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 formulations intended to maximize therapeutic reach to adult and pediatric patient populations in both acute and chronic care settings. Marinus recently completed the first ever Phase 3 pivotal trial in children with CDKL5 deficiency disorder and is conducting a Phase 2 trial in tuberous sclerosis complex, as well as a Phase 2 biomarker-driven proof-of-concept trial in PCDH19-related epilepsy. The company is initiating a Phase 3 trial in status epilepticus.

Forward-Looking Statements

To the extent any statements made in this press release deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the closing of the offering, as well as the anticipated use of proceeds for the offering and other statements identified by words such as "will,” "potential,” "could,” "can,” "believe,” "intends,” "continue,” "plans,” "expects,” "anticipates,” "estimates,” "may,” other words of similar meaning or the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause Marinus’ actual results to be materially different than those expressed in or implied by Marinus’ forward-looking statements. For Marinus, this includes satisfaction of the customary closing conditions to the offering, delays in obtaining required stock exchange or other regulatory approvals, stock price volatility, the impact of general business and economic conditions, the expected gross proceeds from the offering and the intended use of proceeds of the offering. More detailed information on these and additional factors that could affect Marinus’ actual results are described in Marinus’ filings with the Securities and Exchange Commission, including its most recent quarterly report on Form 10-Q. All forward-looking statements in this news release speak only as of the date of this news release. Marinus undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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