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): ~~December~~February 297, ~~2024~~2025

MARINUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36576		20-0198082
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5 Radnor Corporate Center, Suite 500

100 Matsonford Rd, Radnor, PA

19087

(Address of principal executive offices)

(Zip Code)

(484) 801-4670

Registrant’s telephone number, including area code

Not Applicable

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Shares of common stock, par value $0.001 per share		MRNS		Nasdaq Global Market

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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed in the Current Report on Form 8-K filed by Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on December 30, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 29, 2024, with Immedica Pharma AB, a Swedish corporation (“Parent”), and Matador Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”).

~~On December~~Pursuant ~~29,~~to ~~2024,~~the ~~Marinus~~Merger ~~Pharmaceuticals~~Agreement, ~~Inc.,~~and aupon the ~~Delaware~~terms ~~corporation~~and (subject to the ~~“Company”)~~conditions therein, ~~entered~~Parent ~~into~~caused anthe ~~Agreement~~Purchaser ~~and~~to ~~Plan~~commence a cash tender offer to acquire all of the outstanding shares of ~~Merger~~common stock (the “~~Merger~~Company ~~Agreement~~Common Stock”), ~~with~~par ~~Immedica~~value ~~Pharma~~$0.001 ABper share, aof ~~Swedish~~the ~~corporation~~Company (the “~~Parent~~Shares”), for ~~and~~$0.55 ~~Matador~~per ~~Subsidiary~~share (such amount, ~~Inc.,~~ aas ~~Delaware~~it ~~corporation~~may ~~and~~be aadjusted ~~wholly~~in ~~owned~~accordance ~~subsidiary~~with ofthe ~~Parent~~Merger (Agreement, the “~~Purchaser~~Offer Price”)., in Acash, ~~copy~~subject ofto ~~the~~any ~~Merger~~applicable ~~Agreement~~withholding ~~is filed~~taxes asand ~~Exhibit~~without ~~2.1~~interest, upon the terms and subject to ~~this~~the ~~Current~~conditions ~~Report~~set onforth ~~Form~~in the Offer to Purchase, dated January 8-K, 2025 (~~this~~as amended or supplemented from time to time, the “~~Current~~Offer ~~Report~~to Purchase”) , and ~~incorporated~~in ~~herein~~the byrelated ~~reference.~~Form ~~The Company’s~~of ~~board~~Letter of ~~directors~~Transmittal (the “~~Company~~Letter ~~Board~~of Transmittal”) ~~has~~and, ~~unanimously~~together ~~approved~~with the ~~Merger~~Offer ~~Agreement~~to Purchase, the “Offer”), filed as Exhibit (a)(1)(A) and ~~the~~Exhibit (a)(1)(B), ~~consummation of~~respectively, to the Schedule ~~transactions~~TO, ~~contemplated~~originally ~~thereby,~~filed ~~including~~with the ~~Offer~~SEC ~~(as~~on ~~defined~~January ~~below)~~8, ~~and~~2025 ~~the~~by ~~Merger~~Parent and Purchaser (as ~~defined~~amended ~~below~~from time to time, the “Schedule TO”).

The Offer and withdrawal rights expired at midnight at the end of the day on February 6, 2025 (the “Expiration Time”). Broadridge Corporate Issuer Solutions, LLC, in its capacity as depositary and ~~Merger~~paying agent for the Offer (the “Depositary and Paying Agent”), has advised Parent and Purchaser that, as of the Expiration Time, a total of 37,287,732 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 67.4% of the Shares outstanding as of the Expiration Time. All conditions to the Offer having been satisfied, on February 7, 2025, Purchaser accepted for payment all Shares validly tendered and not withdrawn prior to the Expiration Time, and payment of the Offer Price for such Shares will be made by the Depositary and Paying Agent.

~~Pursuant to~~On ~~the~~February ~~Merger Agreement~~11, ~~and~~2025 ~~upon the terms and subject to the conditions therein, Parent will cause the Purchaser will commence a cash tender offer~~ (the “~~Offer~~Closing Date”), topursuant ~~acquire (subject~~ to the ~~Offer~~terms ~~Conditions (as defined below)) all~~ of the ~~outstanding shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), for $0.55 per share (such amount, as it may be adjusted in accordance with the~~ Merger Agreement, ~~the~~Purchaser ~~“Offer~~merged ~~Price”),~~with ~~in cash, subject to any applicable withholding taxes~~ and ~~without~~into ~~interest. The Merger Agreement provides that~~ the ~~Purchaser will commence the Offer as promptly as practicable~~Company, ~~but in~~with ~~no event more than seven (7) business days after~~ the ~~date~~Company ~~of the Merger Agreement (such date, the “Offer Commencement Date”).~~surviving ~~The Offer is initially scheduled to expire at 12:00 midnight Eastern Time at the end of the day on the twentieth (20th) business day (determined~~ as ~~set forth in Rule 14d-1(g)(3) and Rule 14e-1(~~a) ~~under~~direct ~~the~~wholly ~~Securities~~owned ~~and~~subsidiary ~~Exchange Act~~ of ~~1934,~~Parent ~~as amended~~ (the “~~Exchange Act~~Merger”)~~) following the Offer Commencement Date, unless extended in accordance with the terms of the Merger Agreement~~. ~~Following~~The ~~the completion of the Offer and subject to the absence of injunctions or other legal restraints preventing or making illegal the consummation of the transactions contemplated by the~~ Merger ~~Agreement,~~was ~~the~~effected ~~Purchaser~~without ~~will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger as~~ a ~~wholly~~vote ~~owned subsidiary~~ of ~~Parent pursuant to~~ the ~~procedure~~ ~~provided~~Company ~~for~~stockholders in ~~the~~accordance ~~Merger~~with ~~Agreement and under~~ Section 251(h) of the Delaware General Corporation Law (the “DGCL”)~~, without any additional stockholder approvals~~. ~~The Merger will be effected as soon as practicable following the time of purchase by the Purchaser of shares of Company Common Stock validly tendered and not withdrawn in the Offer.~~

At the effective time of the Merger (the “Effective Time”), each ~~share~~issued ofand ~~Company~~outstanding ~~Common~~Share ~~Stock~~ (~~excluding~~other ~~any~~than ~~shares~~Shares ~~held~~owned ~~(i) immediately prior to the Effective Time~~ by ~~the Company~~Parent, ~~Parent~~Purchaser, the ~~Purchaser~~Company or any subsidiary of Parent or the ~~foregoing~~Company ~~and~~or ~~(ii)~~ by any Company stockholders who ~~are entitled to and who~~ properly ~~exercise~~perfected their appraisal rights under Section 262 of the DGCL) ~~outstanding immediately prior to the Effective Time will~~was becanceled and converted ~~automatically~~ into, ~~and will thereafter represent only~~ the right to receive, the Offer Price, in cash, without ~~any~~ interest ~~thereon~~, ~~and~~ subject to any required withholding of taxes ~~in accordance with the Merger Agreement~~ (the “Merger Consideration”).

~~The~~Each ~~Merger~~option isto ~~expected~~purchase shares of Company Common Stock (each, a “Company Option”) outstanding and unexercised immediately prior to the Effective Time ~~close~~was terminated in exchange for the ~~first~~right ~~quarter~~to receive a cash payment equal to the excess (if any) of: ~~2025,~~(i) ~~subject~~an amount equal to the ~~satisfaction~~product of (A) the Offer Price multiplied by (B) the number of Shares into which such Company Option would have been exercisable; over (ii) the aggregate ~~conditions~~exercise ~~set~~price ~~forth~~of such Company Option (provided, however, that where such aggregate exercise price exceeded the amount described in clause (i) above, then such Company Option was terminated at the ~~Merger~~Effective ~~Agreement~~Time and the holder thereof is not be entitled to any payment in respect thereof).

~~Treatment~~Each restricted stock unit granted pursuant to an inducement award or the Company Equity Plans (as defined in the Merger Agreement) (each, a “Company RSU”) outstanding but not vested immediately prior to the Effective Time was vested in full and terminated in exchange for the right to receive a cash payment equal to the product of: ~~Outstanding~~(i) the Offer Price multiplied by ~~Equity~~(ii) ~~Awards~~the number of shares of Company Common Stock underlying such Company RSU immediately prior to the Effective Time.

~~Immediately~~Each ~~prior~~pre-funded towarrant of the Company (each, a “Company Pre-Funded Warrant”) was, as of the Effective Time, bydeemed ~~virtue~~exercised ~~of,~~in ~~and~~full as a ~~condition~~“cashless exercise” (as described in each such Company Pre-Funded Warrant) entitling each holder thereof to, receive ~~the~~an ~~Merger~~amount ~~and~~in cash without interest, less any ~~action~~applicable ontax withholding, equal to the ~~part~~product of ~~any~~(i) the ~~holder~~Offer ~~thereof:~~Price multiplied by (y) the number of Shares deemed to be issuable upon exercise in full of such Company Pre-Funded Warrant as a “cashless exercise,” calculated in accordance with and subject to the terms and conditions of such Company Pre-Funded Warrant.

·The ~~Each~~aggregate ~~option~~consideration topaid ~~purchase~~in ~~shares of Company Common Stock (each, a “Company Option”) granted pursuant to an inducement award,~~ the ~~Company’s 2014 Equity Incentive Plan, as amended, or the Company’s 2024 Equity Incentive Plan (each, a “Company Equity Plan”~~ Offer and ~~together,~~ the ~~“Company~~Merger ~~Equity~~was ~~Plans”)~~approximately ~~that~~$32.3 ~~is then outstanding and unexercised~~million, ~~will,~~excluding torelated ~~the~~transaction ~~extent~~fees ~~unvested or otherwise not exercisable, become fully vested~~ and ~~immediately exercisable~~expenses. AtParent ~~the~~provided ~~Effective~~Purchaser ~~Time,~~with ~~each Company Option that is then outstanding and unexercised will be terminated in exchange for~~ the ~~right~~necessary funds to ~~receive~~fund athe ~~cash~~Offer ~~payment, without interest~~ and ~~subject to deduction for any required withholding tax, equal to~~ the ~~excess (if any) of: (i) an amount equal to the product of (A) the~~ Merger ~~Consideration~~using ~~multiplied~~cash byon (B) the number of shares of Company Common Stock into which such Company Option would have been exercisable; over (ii) the aggregate exercise price of such Company Option (provided, however, that if such aggregate exercise price exceeds the amount described in clause (i) above, then such Company Option will be terminated at the Effective Time and the holder thereof will not be entitled to any payment in respect thereof); andhand.

·The ~~Each~~foregoing ~~restricted~~summary ~~stock~~description ~~unit~~of ~~granted pursuant to an inducement award or~~ the ~~Company~~Merger Agreement ~~Equity~~and ~~Plans~~related ~~(each,~~transactions adoes ~~“Company RSU”) that is then outstanding but~~ not ~~then~~purport ~~vested~~to ~~will~~be ~~become~~complete ~~immediately~~and ~~vested in full. At the Effective Time, each Company RSU that~~ is ~~then~~qualified ~~outstanding will be terminated~~ in ~~exchange~~its ~~for~~entirety ~~the~~by ~~right~~reference to ~~receive~~the aterms ~~cash~~of ~~payment~~the Merger Agreement, ~~without~~a ~~interest~~copy ~~and~~of ~~subject~~which towas ~~deduction~~filed ~~for~~as ~~any~~Exhibit 2.1 ~~required withholding tax, equal~~ to the ~~product~~Current ~~of:~~Report ~~(i)~~on ~~the~~Form 8-K ~~Merger~~filed ~~Consideration multiplied~~ by ~~(ii)~~ the ~~number of shares of~~ Company ~~Common~~with ~~Stock~~the ~~underlying~~SEC ~~such~~on ~~Company~~December 30, ~~RSU~~2024 ~~immediately~~and ~~prior~~is toincorporated ~~the~~herein ~~Effective~~by ~~Time~~reference.

~~Treatment~~Item 3.01. Notice of ~~Outstanding Pre-Funded~~Delisting ~~Warrants~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Each Company~~On ~~Pre-Funded~~the ~~Warrant~~Closing ~~(as~~Date, ~~defined~~ in connection with the consummation ~~Merger~~of ~~Agreement)~~the ~~that~~Merger isdescribed ~~outstanding~~in ~~immediately~~Item ~~prior~~2.01 toof ~~the~~this ~~Effective~~Current ~~Time~~Report ~~will~~on beForm 8-K, ~~deemed exercised~~which indescription ~~full~~is asincorporated aby ~~“cashless~~reference into ~~exercise”~~this ~~effective~~Item ~~upon~~3.01, the ~~Effective~~Company ~~Time,~~notified inThe ~~accordance~~NASDAQ ~~with~~Global Market (“NASDAQ”) that the ~~terms~~Merger ofhad ~~such~~been ~~Company~~consummated ~~Pre-Funded~~and ~~Warrant.~~requested ~~The~~that ~~holder~~(i) the trading of ~~each~~Shares ~~Company~~on ~~Pre-Funded~~NASDAQ ~~Warrant will~~ be ~~entitled~~suspended prior to ~~receive~~market aopen ~~cash~~on ~~payment,~~the ~~without~~Closing ~~interest~~Date and ~~subject~~(ii) the listing toof ~~deduction~~Shares ~~for~~on ~~any~~NASDAQ ~~required~~be ~~withholding~~withdrawn. ~~taxes~~In addition, ~~equal~~the toCompany ~~the~~requested ~~product~~that ~~of:~~NASDAQ ~~(i)~~file with the ~~Merger~~SEC ~~Consideration~~a ~~multiplied~~notification byon ~~(ii)~~Form 25 ~~the~~to ~~number~~report ofthe ~~shares~~delisting of ~~Company~~Shares ~~Common~~from ~~Stock~~NASDAQ ~~deemed~~and to bederegister ~~issuable~~Shares ~~upon~~under ~~exercise~~Section 12(b) of inthe ~~full~~Securities ofExchange ~~such~~Act ~~Company~~of ~~Pre-Funded~~1934, ~~Warrant~~ as amended a(the “~~cashless exercise,~~Exchange Act”). ~~calculated~~The inCompany ~~accordance~~intends to file with ~~and~~the ~~subject~~SEC toa Form 15 suspending the ~~terms~~Company’s reporting ~~and~~obligations ~~conditions~~under ofSections ~~the~~13 ~~applicable~~and ~~Company~~15(d) of ~~Pre-Funded~~the ~~Warrant~~Exchange Act.

~~Conditions~~ Item 3.03. Material Modification to ~~the~~Rights ~~Offer~~of Security Holders.

The ~~Purchaser’s~~ ~~obligation~~information ~~to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or waiver of certain conditions~~ set forth inunder ~~the~~Items ~~Merger Agreement~~2.01, 5.01 ~~including that (a) the number of shares of Company Common Stock validly tendered (~~and ~~not~~5.03 ~~validly withdrawn) pursuant to the Offer, when considered together with all other shares~~ of ~~Company~~this ~~Common~~Current ~~Stock~~Report ~~(if~~on ~~any)~~Form 8-K ~~otherwise~~is ~~owned~~incorporated by ~~Parent~~reference orinto ~~any~~this ofItem its wholly owned subsidiaries (including the Purchaser) would represent at least one share of Company Common Stock more than 50% of the total number of shares of Company Common Stock issued and outstanding at the time of the expiration of the Offer and (b) other customary conditions set forth in Annex I of the Merger Agreement have been satisfied (collectively, the “Offer Conditions”)3. ~~The consummation of the Offer is not subject to any financing condition~~03.

~~Representations~~At the Effective Time, ~~Warranties~~holders of the Shares (other than Shares owned by Parent, Purchaser, the Company or any subsidiary of Parent or the Company or by any Company stockholders who properly perfected their appraisal rights under Section 262 of the DGCL), Company Options, Company RSUs and ~~Covenants;~~Company ~~Non~~Pre-~~Solicitation~~Funded Warrants immediately before the Effective Time ceased to have any rights as securityholders in the Company (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

~~The~~Item ~~Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and the Purchaser~~5.01. ~~These~~Changes ~~covenants include an obligation of the Company, subject to certain exceptions, to conduct its business~~ in ~~all~~Control ~~material respects in the ordinary course~~ of ~~business consistent with best practice~~Registrant. ~~The Company has also agreed to certain other operating covenants, as set forth in the Merger Agreement.~~

The ~~Merger~~ ~~Agreement also contains a “no shop” provision that, in general, restricts the Company’s ability to solicit third-party acquisition proposals or provide~~ information ~~to,~~set orforth ~~engage~~under inItem ~~discussions or negotiations with, third parties that have made or that could reasonably be expected to make an acquisition proposal~~2. ~~The no shop provision is subject to a “fiduciary out” provision~~01 ~~that allows the Company, under certain circumstances~~ and inItem ~~compliance~~5.02 ~~with~~of ~~certain~~this ~~obligations,~~Current toReport ~~provide~~on ~~information and participate in discussions and negotiations with respect to unsolicited third~~Form 8-~~party~~K ~~acquisition~~is ~~proposals~~incorporated ~~that~~by ~~would~~reference ~~reasonably~~into bethis ~~expected~~Item to lead to a Superior Offer (as defined in the Merger Agreement) and, subject to compliance with certain obligations, to terminate the Merger Agreement and accept a Superior Offer upon payment to Parent of the Termination Fee (as defined below)5.01.

~~Termination;~~As a result of the completion of the Offer ~~Termination~~and ~~Fees~~the consummation of the Merger, a change of control of the Company occurred. Upon the consummation of the Merger, at the Effective Time, the Company became an indirect wholly owned subsidiary of Parent.

~~The Merger~~Item ~~Agreement~~5.02. ~~includes~~Departure ~~customary~~of ~~termination~~Directors ~~provisions for both the Company and Parent including, among others, for failure to consummate the Offer on~~ or ~~before~~Certain ~~April~~Officers; ~~30,~~Election ~~2025~~of ~~and~~Directors; ~~provides~~Appointment ~~that,~~of inCertain ~~connection~~Officers; ~~with~~Compensatory ~~the~~Arrangements ~~termination~~ of ~~the~~Certain ~~Merger Agreement under specified circumstances, including termination by the Company to accept a Superior Offer, the Company will be required to pay a fee equal to $1,292,345~~Officers.~~00 million (the “Termination Fee”).~~

~~Tender~~Pursuant ~~Agreements~~to the terms of the Merger Agreement, and effective as of the Effective Time, each of Scott Braunstein, Tim Mayleben, Elan Ezickson, Seth Fischer, Marvin Johnson, and Christine Silverstein ceased to be a director of the Company and a member of committees of the board of directors of the Company. These removals were in connection with the Merger and were not due to disagreement or dispute with the Company on any matter. Also as of the Effective Time, Simon Falk and Nina Fleck became the directors of the Company. Information regarding the new directors has been previously disclosed in Schedule I of the Offer to Purchase, as filed with the Schedule TO, and is incorporated herein by reference.

OnIn ~~December 29~~addition, ~~2024,~~pursuant ~~in connection~~to ~~with~~ the ~~entry~~terms ~~into~~of the Merger Agreement, as of the ~~directors~~Effective Time, Anders Edvell was appointed President and ~~certain~~Chief ~~executive~~Executive ~~officers~~Officer of the Company, ~~(the~~Simon ~~“Supporting~~Falk ~~Stockholders”)~~was ~~entered~~appointed ~~into~~Treasurer ~~Tender~~of ~~Agreements~~the Company and Nina Fleck was appointed Secretary of the Company. Additionally, in connection with the ~~Purchaser~~Merger, subsequent (to the ~~“Tender~~Effective ~~Agreements”)~~Time, Mr. ~~Under~~Braunstein ~~the~~ceased ~~terms~~to be President and Chief Executive Officer of the ~~Tender~~ ~~Agreements~~Company, ~~each~~and ~~Supporting~~Steven ~~Stockholder~~Pfanstiel (Chief ~~has~~Operating ~~agreed~~Officer, ~~among~~Chief ~~other~~Financial ~~things,~~Officer toand ~~tender~~Treasurer), ~~pursuant~~Joseph toHulihan ~~the~~(Chief ~~Offer~~Medical Officer), ~~their~~Martha ~~shares~~Manning of(Senior ~~Company~~Vice ~~Common~~President, ~~Stock~~General inCounsel ~~the~~and ~~Offer~~Corporate ~~and~~Secretary), ~~subject~~and toChristina ~~certain~~Shafer ~~exceptions,~~(Chief ~~not~~Commercial Officer) ceased to ~~transfer~~be ~~any~~officers of the ~~shares of~~ Company ~~Common Stock~~.

AsItem ~~of December 29, 2024 and assuming full acceleration of Company Options and RSUs, the Supporting Stockholders beneficially owned an aggregate of approximately~~ 5.~~61% of the outstanding shares of Company Common Stock~~03. ~~The~~ ~~Tender~~Amendments ~~Agreements~~to ~~will~~Articles ~~terminate upon termination~~ of ~~the~~Incorporation ~~Merger~~or ~~Agreement~~Bylaws; ~~and~~Change ~~certain~~in ~~other~~Fiscal ~~specified events~~Year.

The ~~foregoing~~information ~~descriptions of~~set ~~the~~forth ~~Merger~~under ~~Agreement~~Item ~~and~~2.01 of ~~the~~this ~~Tender~~Current ~~Agreements,~~Report ~~and~~on ~~the~~Form 8-K ~~transactions~~is ~~contemplated~~incorporated ~~thereby, do not purport to be complete and are qualified in their entirety~~ by reference tointo ~~the full text of the Merger Agreement and the form of Tender Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 99.1, respectively, to~~ this ~~Current~~Item ~~Report and incorporated herein by reference~~5.03.

~~The Merger~~Immediately ~~Agreement,~~following the ~~Tender~~Effective ~~Agreements and the above descriptions thereof have been included to provide investors and stockholders with~~Time, ~~information regarding~~ the ~~terms of the Merger Agreement and the Tender Agreements. They are not intended to provide any other factual information about the~~ Company,’s ~~Parent~~certificate orof ~~the~~incorporation ~~Purchaser. The representations, warranties~~ and ~~covenants~~bylaws ~~contained in the Merger Agreement~~ were ~~made~~amended ~~only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement~~ and ~~may~~restated bein ~~subject~~their ~~to qualifications and limitations agreed upon by such parties~~entirety. InThe ~~particular,~~amended ~~in reviewing the representations, warranties~~ and ~~covenants~~restated ~~contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such~~certificate ~~representations, warranties and covenants were negotiated with the principal purpose~~ of ~~allocating~~incorporation ~~risk between the parties, rather than establishing matters as facts. Such representations, warranties~~ and ~~covenants~~bylaws may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”), and are ~~also~~attached ~~qualified~~hereto inas ~~important~~Exhibits ~~part by confidential disclosure schedules delivered by the Company to Parent in connection with the Merger Agreement~~3.1 ~~Investors~~ and ~~stockholders are not third-party beneficiaries under the Merger Agreement~~3. ~~Accordingly~~2, ~~investors~~ ~~and stockholders should not rely on such representations~~respectively, ~~warranties~~ and ~~covenants~~incorporated asherein ~~characterizations~~by ~~of the actual state of facts or circumstances described therein~~reference. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Item 58.0201. ~~Compensatory~~Other ~~Arrangements of Certain Officers.~~Events

On ~~December~~ 29February 11, ~~2024~~2025, inParent ~~connection~~issued ~~with~~a ~~the~~press release ~~entry~~announcing ~~into~~ the ~~Merger~~closing ~~Agreement,~~of the ~~Company~~Merger. ~~Board~~A ~~approved~~copy aof ~~special one-time cash bonus in~~ the ~~amount~~press ofrelease ~~$100,000~~is ~~for~~attached ~~the~~as ~~Company’s~~Exhibit ~~Chief~~99.1 ~~Executive~~to ~~Officer,~~this ~~Scott~~report ~~Braunstein, payable~~ and ~~contingent upon the closing of~~incorporated ~~the~~herein ~~Merger~~by reference.

Item 79.01 ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

~~On December~~(d) ~~30, 2024, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement~~Exhibits. ~~A copy of the joint press release is filed as Exhibit 99.2 to this Current Report and incorporated herein by reference.~~

The information contained in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of December 29, 2024, by and among Marinus Pharmaceuticals, Inc., Immedica Pharma AB and Matador Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on December 30, 2024).
3.1		Fifth Amended and Restated Certificate of Incorporation of the Company.
3.2		Second Amended and Restated Bylaws of the Company.
99.1		Closing Press Release of Immedica Pharma AB, dated February 11, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Additional Information and Where to Find It~~SIGNATURES

~~The~~Pursuant tender offer for the outstanding common stock of the Company referenced in this Current Report has not yet commenced. This Current Report is for informational purposes only, is not a recommendation and is neither an offer to ~~purchase nor a solicitation of an offer to sell any securities of~~ the ~~Company,~~ ~~nor is it a substitute for the tender offer materials that the Company, Parent or the Purchaser will file with the SEC upon~~requirements ~~commencement~~ of the ~~tender~~Securities ~~offer.~~Exchange ~~The~~Act ~~solicitation and offer to buy the shares~~ of the Company Common Stock will only be made pursuant to an Offer to Purchase and related tender offer materials that Parent and the Purchaser intend to file with the SEC. At the time the tender offer is commenced1934, ~~Parent and~~ the ~~Purchaser~~registrant ~~will~~has ~~file~~duly acaused ~~Tender~~this ~~Offer~~report ~~Statement on Schedule TO and related materials, including an offer~~ to ~~purchase,~~be asigned ~~letter of transmittal and other offer documents with the SEC, and thereafter the Company will file a Tender Offer Solicitation/Recommendation Statement~~ on ~~Schedule~~its ~~14D-9~~behalf with the SEC with respect to the tender offer. The Company, Parent and the Purchaser intend to mail these documents to the stockholders of the Company. The Company’s stockholders and other investors are urged to read carefully the tender offer materials (including an Offer to Purchase, a related letter of transmittal and certain other tender offer documents) and the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9, and any amendments or supplements thereto, when they become available because they will contain important information that holders of the Company’s securities and other investors should consider before making any decision with respect to the tender offer. The Offer to Purchase, the related letter of transmittal, and certain other tender offer documents, as well as the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9, will be made available to all stockholders of the Company at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the ~~Company~~undersigned ~~will be available free of charge on the Company’s website~~hereunto atduly irauthorized.~~marinuspharma.com/investors/ or by contacting the Company’s investor relations by email at investors@marinuspharma.com.~~

Cautionary Note Regarding Forward-Looking Statements

		Marinus Pharmaceuticals, Inc.

Date:	February 11, 2025	By:	/s/ Anders Edvell
		Name:	Anders Edvell
		Title:	Chief Executive Officer

This Current Report contains certain forward-looking statements, including, but not limited to, statements regarding the potential benefits of the proposed transaction and the timing of the closing of the proposed transaction; approvals relating to the transaction; the ability to complete the transaction, including the parties’ ability to satisfy the various offer and closing conditions; any potential strategic benefits, synergies or opportunities expected as a result of the proposed transaction; and any assumptions underlying any of the foregoing. These forward-looking statements generally are identified by the words “believe,” “can,” “could,” “seek,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “might,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, many of which are outside of the Company’s control. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including, but not limited to: uncertainties as to the timing of the Offer and Merger; the risk that the proposed transaction may not be completed in a timely manner or at all; uncertainties as to how many of the Company’s stockholders will tender their stock in the Offer; the possibility that various offer and/or closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay the Termination Fee; the possibility that competing offers will be made; the effect of the announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; risks related to diverting management’s attention from the Company’s ongoing business operations; the risk of litigation and/or regulatory actions related to the proposed acquisition, including the risk that such litigation or actions may result in significant costs of defense, indemnification and liability; the potential that the strategic benefits, synergies or opportunities expected from the proposed acquisition may not be realized or may take longer to realize than expected; risks related to any cost reduction or restructuring measures; the successful integration of the Company into Parent subsequent to the closing of the transaction and the timing of such integration; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including the Company’s current Annual Report on Form 10-K on file with the SEC, the Company’s subsequent Quarterly Reports on Form 10-Q on file with the SEC, as well as the Schedule 14D-9 to be filed by the Company and the tender offer documents to be filed by Parent and the Purchaser. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 5, 2024, the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 filed with the SEC on May 8, 2024, August 13, 2024 and November 12, 2024, respectively, and in the other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company does not give any assurance that the Company will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of December 29, 2024, by and among Marinus Pharmaceuticals, Inc., Immedica Pharma AB and Matador Subsidiary, Inc.
99.1		Form of Tender Agreement.
99.2		Joint Press Release of Marinus Pharmaceuticals, Inc. and Immedica Pharma AB, dated December 30, 2024.
104		Cover Page Interactive Data File (formatted as inline XBRL).

* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

		Marinus Pharmaceuticals, Inc.
Date:	December 30, 2024	By:	/s/ Steven Pfanstiel
		Name:	Steven Pfanstiel
		Title:	Chief Operating Officer, Chief Financial Officer and Treasurer

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