Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on June 6, 2024

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MARINUS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-0198082
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
5 Radnor Corporate Center, Suite 500 100 Matsonford Rd. Radnor, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan

Marinus Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended

Individual Nonqualified Stock Option Awards (Inducement Grants)

Individual Restricted Stock Units (Inducement Grants)

(Full Title of the Plan)

Steven E. Pfanstiel

Chief Operating Officer and Chief Financial Officer

Marinus Pharmaceuticals, Inc.

5 Radnor Corporate Center, Suite 500

100 Matsonford Rd.

Radnor, Pennsylvania 19087

(Name and Address of Agent For Service)

(484) 801-4670

(Telephone Number, Including Area Code, of Agent For Service)

With Copies to:

Steven J. Abrams
Stephen M. Nicolai
Hogan Lovells US LLP
1735 Market Street, 23^rd Floor
Philadelphia, PA 19103
(267) 675-4600

Martha Manning

Senior Vice President, General Counsel and Corporate Secretary
Marinus Pharmaceuticals, Inc.
5 Radnor Corporate Center, Suite 500
100 Matsonford Rd.
Radnor, Pennsylvania 19087

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer	☐

Non-accelerated filer ☒	Smaller reporting company	☒

	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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Marinus Pharmaceuticals, Inc. 2014 Equity Incentive Plan

This registration statement on Form S-8 is being filed by Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Registrant”), to register 2,183,125 additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), issuable under the Registrant’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), which were added to the 2014 Plan on January 1, 2024 pursuant to the 2014 Plan’s “evergreen” provision.

Pursuant to General Instruction E to Form S-8, and only with respect to the Common Stock being registered under the 2014 Plan, this registration statement incorporates by reference the contents of: (i) the registration statement on Form S-8 (File No. 333-200701) filed by the Registrant on December 3, 2014 relating to the 2014 Plan; (ii) the registration statement on Form S-8 (File No. 333-219613) filed by the Registrant on August 1, 2017 relating to the 2014 Plan; (iii) the registration statement on Form S-8 (File No. 333-233131) filed by the Registrant on August 8, 2019 relating to the 2014 Plan; (iv) the registration statement on Form S-8 (File No. 333-239785) filed by the Registrant on July 10, 2020 relating to the 2014 Plan; (v) the registration statement on Form S-8 (File No. 333-258677) filed by the Registrant on August 10, 2021 relating to the 2014 Plan; (vi) the registration statement on Form S-8 (File No. 333-265865) filed by the Registrant on June 28, 2022 relating to the 2014 Plan; and (vii) the registration statement on Form S-8 (File No. 333-272996) filed by the Registrant on June 29, 2023 relating to the 2014 Plan, in each case, except to the extent supplemented, amended or superseded by the information set forth herein.

Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan

This registration statement is also being filed to register an aggregate of 12,314,265 shares of Common Stock issuable under the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”), consisting of (a) 4,000,000 shares of Common Stock issuable under the 2024 Plan, and (b) a maximum of 8,314,265 shares of Common Stock that were subject to outstanding awards under the 2014 Plan (the “Outstanding Award Shares”) as of May 22, 2024, the effective date of the 2024 Plan. Pursuant to Section 4.1 of the 2024 Plan, the Outstanding Award Shares will become available for issuance under the 2024 Plan if such awards under the 2014 Plan are forfeited or otherwise terminated. The 2024 Plan was approved by the Registrant’s stockholders at the Registrant’s 2024 Annual Meeting of Stockholders on May 22, 2024.

Inducement Awards

This registration statement is also being filed to register an aggregate of 384,010 shares of Common Stock issuable upon the exercise of individual nonqualified stock option awards and upon vesting and settlement of restricted stock units granted to employees of the Registrant as an inducement material to entry into employment with the Registrant, in accordance with Nasdaq Listing Rule 5635(c)(4).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this registration statement on Form S-8 omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this registration statement as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents of the Registrant filed with the Commission are incorporated by reference in this registration statement as of their respective dates:

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 5, 2024;

(b)

the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on May 8, 2024;

(c)

the Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items), filed with the Commission on January 4, 2024, March 5, 2024, March 27, 2024, April 15, 2024, May 8, 2024, May 17, 2024, May 24, 2024 and June 6, 2024;

(d)

the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 4, 2024; and

(e)

the description of the Registrant’s securities included under the caption “Description of Registrant’s Securities” contained in the Registrant’s registration statement on Form 8-A, filed with the Commission on July 28, 2014, as updated by Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including any amendments or reports filed for the purpose of updating such description.

All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents, except for the documents, or portions thereof, that are “furnished” rather than filed with the Commission.

For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) generally permits a Delaware corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability for (i) with respect to directors and officers, any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) with respect to directors and officers, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) with respect to directors, payments of unlawful dividends or unlawful stock repurchases or redemptions under Section 174 of the DGCL; (iv) with respect to directors and officers, any transaction from which the director or officer derived an improper personal benefit; or (v) with respect to officers, any action by or in the right of the corporation.

Section 145(a) of the DGCL provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) because that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, so long as the person acted in good faith and in a manner he or she reasonably believed was in or not opposed to the corporation’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to obtain a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action, so long as the person acted in good faith and in a manner the person reasonably believed was in or not opposed to the corporation’s best interests, except that no indemnification shall be permitted without judicial approval if a court has determined that the person is to be liable to the corporation with respect to such claim. Section 145(c) of the DGCL provides that, if a present or former director or officer has been successful in defense of any action referred to in Sections 145(a) and (b) of the DGCL, the corporation must indemnify such officer or director against the expenses (including attorneys’ fees) he or she actually and reasonably incurred in connection with such action.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise against any liability asserted against and incurred by such person, in any such capacity, or arising out of his or her status as such, whether or not the corporation could indemnify the person against such liability under Section 145 of the DGCL.

The Registrant’s fourth amended and restated certificate of incorporation and the Registrant’s amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the DGCL.

The Registrant has entered into separate indemnification agreements with all of its directors in addition to the indemnification provided for in the Registrant’s fourth amended and restated certificate of incorporation and the Registrant’s amended and restated bylaws. These indemnification agreements provide, among other things, that the Registrant will indemnify its directors for certain expenses, including damages, judgments, fines, penalties, settlements and costs and attorneys’ fees and disbursements, incurred by a director in any claim, action or proceeding arising in his or her capacity as a director of the Registrant or in connection with service at the Registrant’s request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director makes a claim for indemnification.

The Registrant also maintains a directors’ and officers’ insurance policy pursuant to which the Registrant’s directors and officers are insured against liability for actions taken in their capacities as directors and officers.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.


Exhibit No.		Description

4.1		Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to Form 8-K current report filed on August 7, 2014.)

4.2		Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to Form 8-K current report filed on April 2, 2020.)

4.3		Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to Form 8-K current report filed on May 27, 2020.)

4.4		Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to Form 8-K current report filed on September 22, 2020.)

4.5		Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.2 to Form 8-K current report filed on September 22, 2020.)

4.6		Amended and Restated By-laws. (Incorporated by reference to Exhibit 3.2 to Form 8-K current report filed on August 7, 2014.)

4.7		Delaware Certificate of Change of Registered Agent. (Incorporated by reference to Exhibit 3.8 to Form 10-Q quarterly report filed on May 12, 2022.)

4.8		Specimen Certificate evidencing shares of the Company’s common stock. (Incorporated by reference to Exhibit 4.1 to Form S-1/A registration statement filed on July 18, 2014.)

5.1*		Opinion of Hogan Lovells US LLP.

10.1		Marinus Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended. (Incorporated by reference to Exhibit 10.1 to Form S-8 registration statement filed on August 10, 2021.)

10.2		Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to Form 8-K current report filed on May 24, 2024.)

10.3*		Form of Nonqualified Stock Option Agreement for Non-Employee Directors under the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan.

10.4*		Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan.

10.5*		Form of Nonqualified Stock Option Agreement for Employees under the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan.

10.6*		Form of Restricted Stock Unit Agreement for Employees under the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan.

10.7*		Form of Nonqualified Stock Option Agreement for Employees granted as an Inducement Award under the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan.

10.8*		Form of Incentive Stock Option Agreement for Employees under the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan.

23.1*		Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.


23.2*		Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

24.1*		Power of Attorney (included on signature page).

107*		Filing Fee Table.

*	Filed herewith.

Item 9.Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Radnor, Pennsylvania, on this 6^th day of June, 2024.

	MARINUS PHARMACEUTICALS, INC.

	By:	/s/ Scott Braunstein, M.D.
	Name:	Scott Braunstein, M.D.
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Scott Braunstein, M.D. and Steven E. Pfanstiel, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Scott Braunstein, M.D.	President, Chief Executive Officer (Principal Executive Officer), Chairman of the Board and Director	June 6, 2024
Scott Braunstein, M.D.

/s/ Steven E. Pfanstiel	Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	June 6, 2024
Steven E. Pfanstiel

/s/ Charles Austin	Director	June 6, 2024
Charles Austin

/s/ Elan Ezickson	Director	June 6, 2024
Elan Ezickson

/s/ Seth H.Z. Fischer	Director	June 6, 2024
Seth H.Z. Fischer

/s/ Marvin H. Johnson, Jr.	Director	June 6, 2024
Marvin H. Johnson, Jr.

/s/ Timothy M. Mayleben	Director	June 6, 2024
Timothy M. Mayleben

/s/ Saraswathy V. Nochur, Ph.D.	Director	June 6, 2024
Saraswathy V. Nochur, Ph.D.

/s/ Sarah B. Noonberg, M.D., Ph.D.	Director	June 6, 2024
Sarah B. Noonberg, M.D., Ph.D.

/s/ Christine B. Silverstein	Director	June 6, 2024
Christine B. Silverstein

Exhibit 5.1

Hogan Lovells US LLP

1735 Market Street, Floor 23

Philadelphia, PA 19103

T +1 267 675 4600

F +1 267 675 4601

www.hoganlovells.com

June 6, 2024

Board of Directors

Marinus Pharmaceuticals, Inc.

5 Radnor Corporate Center, Suite 500

100 Matsonford Road

Radnor, PA 19087

Ladies and Gentlemen:

We are acting as counsel to Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed offering of up to an aggregate of 14,881,400 shares (the “S-8 Shares”) of common stock, par value $0.001 per share (“Common Stock”), of the Company, which includes (a) an additional 2,183,125 shares of Common Stock issuable pursuant to the Company’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), (b) 12,314,265 shares of Common Stock issuable pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), and (c) 384,010 shares of Common Stock issuable upon the exercise of individual nonqualified stock option awards and the vesting and settlement of individual restricted stock units granted to employees of the Company as an inducement material to entry into employment with the Company (the “Inducement Awards”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.

Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com

Marinus Pharmaceuticals, Inc.

- 2 -

June 6, 2024

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the S-8 Shares pursuant to the terms of the 2014 Plan, the 2024 Plan or the Inducement Awards, as applicable, and (iii) receipt by the Company of the consideration, as applicable, for the S-8 Shares specified in the applicable resolutions of the Board of Directors of the Company (or a duly authorized committee thereof), the S-8 Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ HOGAN LOVELLS US LLP

HOGAN LOVELLS US LLP

Exhibit 10.3

MARINUS PHARMACEUTICALS, INC.

2024 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS


Nonqualified Stock Option	This Agreement evidences an award of an Option exercisable for that number of shares of Common Stock set forth on the Schedule and subject to the vesting and other conditions set forth in this Agreement and in the Plan. This Option is not intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly.
Vesting & Exercisability	This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option shall vest in accordance with the vesting schedule set forth on the Schedule; provided, however, that for purposes of vesting, fractional numbers of shares of Common Stock shall be rounded to the nearest whole number, and the number of shares of Common Stock that shall vest on the final vesting date shall be rounded up or down as necessary such that the total number of shares of Common Stock that vest pursuant to the vesting schedule shall be equal to the number of shares of Common Stock covered by this Option as set forth on the Schedule. Notwithstanding the vesting schedule set forth on the Schedule, this Option shall become one-hundred percent (100%) vested upon the termination of your Service due to your death or Disability. Unless the termination of your Service triggers accelerated vesting or other treatment of this Option pursuant to the terms of this Agreement or the Plan, you shall immediately and automatically forfeit the unvested portion of the Option to the Company in the event your Service terminates for any reason. No portion of this Option that is not exercisable at the time of the termination of your Service shall thereafter become exercisable.
Change in Control	In the event of a Change in Control, this Option will be treated in the manner provided in Section 17.3 or Section 17.4 of the Plan (as applicable). If, following a Change in Control in which this Option is assumed or continued, and within twelve (12) months following the consummation of such Change in Control, your Service is terminated by the Company (or by the acquiring or successor entity in the Change in Control transaction)

	without Cause, this Option will become fully vested and exercisable as of the date of your termination of Service.
Term	Notwithstanding anything in this Agreement to the contrary, this Option shall expire and you shall immediately and automatically forfeit the Option to the Company in any event at the close of business at Company headquarters on the Expiration Date, as shown on the Schedule. This Option will expire earlier (but never later) if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than due to your death or Disability or for Cause, then this Option will expire at the close of business at Company headquarters on the ninetieth (90^th) day after your termination date.
Termination for Cause	If your Service is terminated for Cause, then you shall immediately forfeit all rights to this Option (including to any vested portion of the Option) and the Option shall immediately expire.
Death	If your Service terminates due to your death, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of your death. During such twelve (12) month period, your estate or heirs may exercise the vested portion of this Option. In addition, if you die during the ninety (90) day period described in connection with a regular termination (i.e., a termination of your Service other than due to death or Disability or for Cause), and a vested portion of this Option has not yet been exercised, then such vested portion of this Option will instead expire on the date that is twelve (12) months after your termination date. In such a case, during the period following your death up to the date that is twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of this Option.
Disability	If your Service terminates due to your Disability, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after your termination date. During such twelve (12) month period, you (or your guardian or legal representative, as applicable) may exercise the vested portion of this Option.
Notice of Exercise	When you wish to exercise this Option, you must notify the Company in writing by filing a notice of exercise in the form designated by the Company at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares of Common Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

Form of Payment

When you submit your notice of exercise, you must include payment of the Exercise Price indicated on the Schedule for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms:

●

Cash, your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company.

●

If approved in advance by the Board or the Committee, shares of Common Stock which are owned by you and which are surrendered to the Company and which are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The Fair Market Value of the shares of Common Stock as of the effective date of the Option exercise will be applied to the Exercise Price.

●

If approved in advance by the Board or the Committee, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Common Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price and any withholding taxes.

●

If approved in advance by the Board or the Committee, by the Company withholding a number of shares of Common Stock that would otherwise be issuable to you upon your exercise of this Option. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Exercise Price.

Evidence of Issuance

The issuance of the shares of Common Stock upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Common Stock certificates.

Withholding Taxes

You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the exercise of this Option, the sale of shares of Common Stock acquired under this Option, or as otherwise arising under this Option. In the event that the Company or any subsidiary of the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option, the sale of shares of Common Stock acquired under this Option, or as otherwise arising under this Option, the Company or any subsidiary of the Company shall have the right to (i) require you to tender a cash payment, or (ii) deduct from payments of any kind otherwise due to you. If the Board or the Committee so permits, you may elect to satisfy any such tax withholding obligation by having vested shares of Common Stock otherwise deliverable under this Agreement withheld up to an amount that does not exceed your maximum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

You agree that the Company or any subsidiary of the Company shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company may, as it reasonably considers

	necessary, amend or vary this Agreement to facilitate such recovery of taxes.
Transfer of Option	This Option is not transferable by you other than to a designated beneficiary upon your death or by will or the laws of descent and distribution, and is exercisable during your lifetime only by you. No assignment or transfer of this Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer this Option will terminate and become of no further effect. Notwithstanding the foregoing, with the prior written approval of the Board or the Committee, you may transfer this Option to your family members, or one or more trusts or other entities for the benefit of or owned by your family members, consistent with applicable securities laws, according to such terms as the Board or the Committee may determine; provided, that, you receive no consideration for the transfer of this Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.
Retention Rights	Neither this Option nor this Agreement gives you the right to be retained by the Company (or any subsidiary of the Company) in any capacity.
Stockholder Rights	You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Common Stock have been issued upon exercise of this Option and either a certificate evidencing your shares of Common Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made).
Forfeiture; Clawback	Notwithstanding anything in this Agreement to the contrary, if the Board or the Committee determines that you have engaged in conduct that constitutes Cause at any time while you are providing services to the Company, or after your termination of service, this Option, to the extent outstanding, shall immediately terminate, and you shall automatically forfeit all shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by you for such shares. Upon any exercise of this Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture. This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any “clawback” or recoupment policy that is adopted by the Company or a subsidiary of the Company to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.

Adjustments	The number of shares subject to issuance upon exercise of this Option and the Exercise Price of this Option are subject to adjustment in accordance with Section 17.1 of the Plan. This Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan	The text of the Plan is incorporated into this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation, non-competition, and/or severance agreement between you and the Company or any subsidiary of the Company shall supersede this Agreement with respect to its subject matter.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this Option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	By accepting this Option, you consent to receive documents related to the Option by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A	This Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any obligation to take any action to prevent the

	assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any liability to you for such tax or penalty.
Successors and Assigns	This Agreement shall inure to the successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by you, except to the extent expressly permitted herein.
Severability	If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

You must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company. By accepting this Agreement, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which has been provided or made available to you. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the Plan.

Schedule to Nonqualified Stock Option Agreement for Non-Employee Directors

(See Attachment)

Recipient ID[●]

Recipient Name[●]

Recipient Address[●]

Type of AwardNonqualified Stock Option

Shares of Common Stock[●]

Exercise Price[●]

Grant Date[●]

Vesting Start Date[●]

Expiration Date[●]

Vesting Schedule:

[Insert vesting schedule]

Exhibit 10.4

MARINUS PHARMACEUTICALS, INC.

2024 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS

Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants Restricted Stock Units (the “RSUs”) representing the right to receive shares of its common stock, par value $0.001 (the “Common Stock”), to the recipient (the “Grantee”) set forth on the Schedule to Restricted Unit Agreement for Non-Employee Directors attached hereto (the “Schedule), subject to the vesting and other conditions set forth below and in the Schedule. The terms and conditions of the RSUs are set forth in this Restricted Stock Unit Agreement and the Schedule (collectively, the “Agreement”), as well as in the Company’s 2024 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.


Restricted Stock Units	This Agreement evidences an award of RSUs in the number set forth on the Schedule. Each RSU represents the right to receive one share of Common Stock, subject to the vesting and other conditions set forth in this Agreement and in the Plan.
Vesting	The RSUs shall vest in accordance with the vesting schedule set forth on the Schedule; provided, however, that for purposes of vesting, fractional numbers of shares of Common Stock shall be rounded to the nearest whole number, and the number of RSUs that shall vest on the final vesting date shall be rounded up or down as necessary such that the total number of RSUs that vest pursuant to the vesting schedule shall be equal to the number of RSUs covered by this grant as set forth on the Schedule. Unless the termination of your Service triggers accelerated vesting or other treatment of the RSUs pursuant to the terms of this Agreement or the Plan, you shall immediately and automatically forfeit the unvested RSUs to the Company in the event your Service terminates for any reason. No RSUs shall vest after your termination of Service.
Change in Control	In the event of a Change in Control, the RSUs will be treated in the manner provided in Section 17.3 or Section 17.4 of the Plan (as applicable). If, following a Change in Control in which the RSUs are assumed or continued, and within twelve (12) months following the consummation of such a Change in Control, your Service is terminated by the Company (or by the acquiring or successor entity in the Change in Control transaction) without Cause, the unvested RSUs will become fully vested as of the date of your termination of Service.
Termination due to death or Disability	If your Service terminates due to your death or Disability, the unvested RSUs shall become immediately vested as of the date of your termination of Service.
Issuance	The issuance of the shares of Common Stock underlying any RSUs that become vested hereunder shall be made within thirty (30) days after the

	applicable vesting date. Any such issuance shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more Common Stock certificates.
Withholding Taxes	The Company’s obligation to deliver shares of Common Stock upon vesting of the RSUs shall be subject to the satisfaction of all applicable income and employment tax withholding requirements. The Company shall, except to the extent that you request otherwise in writing at least thirty (30) days prior to the applicable vesting date of the RSUs, satisfy any applicable income and employment tax withholding requirements by having vested shares of Common Stock otherwise deliverable to you under this Agreement in respect of your vested RSUs withheld up to an amount that does not exceed your maximum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. In the event and to the extent that you timely request in writing that the Company not withhold otherwise deliverable shares of Common Stock, then you may elect to make a cash payment to the Company at the time of the vesting of the RSUs equal to the required withholding taxes. To the extent that you do not make a cash payment to the Company as set forth in the preceding sentence, then the Company shall withhold from your next immediate payments of fees amounts as necessary to satisfy all applicable withholding tax requirements.
Transfer of RSUs	The RSUs are not transferable by you other than to a designated beneficiary upon your death or by will or the laws of descent and distribution. No assignment or transfer of the RSUs, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the RSUs will terminate and become of no further effect.
Retention Rights	Neither the RSUs nor this Agreement gives you the right to be retained by the Company (or any subsidiary of the Company) in any capacity.
Stockholder Rights	You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Common Stock have been issued to you upon vesting of the RSUs and either a certificate evidencing your shares of Common Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made).
Clawback	The RSUs are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any “clawback” or recoupment policy that is adopted by the Company or a subsidiary of the Company to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.

Adjustments	The number of shares subject to issuance upon vesting of the RSUs is subject to adjustment in accordance with Section 17.1 of the Plan. The RSUs shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan	The text of the Plan is incorporated into this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the RSUs. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation, non-competition, and/or severance agreement between you and the Company or any subsidiary of the Company shall supersede this Agreement with respect to its subject matter.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant of RSUs, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	By accepting this grant of RSUs, you consent to receive documents related to the RSUs by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A	The RSUs are intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or

penalty on you under Code Section 409A, and neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any liability to you for such tax or penalty.

For purposes of this Agreement, a termination of Service only occurs upon an event that would be a “separation from service” (within the meaning of Code Section 409A and the regulations thereunder). Notwithstanding anything in this Agreement to the contrary, if at the time of your separation from service, (i) you are a “specified employee” (within the meaning of Code Section 409A and the regulations thereunder, and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable to you on account of such separation from service constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first payroll date after such Delay Period (or upon your death, if earlier), without interest thereupon.

Successors and Assigns

This Agreement shall inure to the successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by you, except to the extent expressly permitted herein.

Severability

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Schedule to Restricted Stock Unit Agreement for Non-Employee Directors

(See Attachment)

Recipient ID[●]

Recipient Name[●]

Recipient Address[●]

Type of AwardRestricted Stock Units

Shares of Common Stock[●]

Grant Date[●]

Vesting Start Date[●]

Vesting Schedule:

[Insert vesting schedule]

Exhibit 10.5

MARINUS PHARMACEUTICALS, INC.

2024 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT


Nonqualified Stock Option	This Agreement evidences an award of an Option exercisable for that number of shares of Common Stock set forth on the Schedule and subject to the vesting and other conditions set forth in this Agreement and in the Plan. This Option is not intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly.
Vesting & Exercisability	This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option shall vest in accordance with the vesting schedule set forth on the Schedule; provided, however, that for purposes of vesting, fractional numbers of shares of Common Stock shall be rounded to the nearest whole number, and the number of shares of Common Stock that shall vest on the final vesting date shall be rounded up or down as necessary such that the total number of shares of Common Stock that vest pursuant to the vesting schedule shall be equal to the number of shares of Common Stock covered by this Option as set forth on the Schedule. Notwithstanding the vesting schedule set forth on the Schedule, this Option shall become one-hundred percent (100%) vested upon the termination of your Service due to your death or Disability. Unless the termination of your Service triggers accelerated vesting or other treatment of this Option pursuant to the terms of this Agreement, the Plan or your employment agreement with the Company (the “Employment Agreement”), if any, you shall immediately and automatically forfeit the unvested portion of the Option to the Company in the event your Service terminates for any reason. No portion of this Option that is not exercisable at the time of the termination of your Service shall thereafter become exercisable.
Change in Control	In the event of a Change in Control, this Option will be treated in the manner provided in Section 17.3 or Section 17.4 of the Plan (as applicable). If, following a Change in Control in which this Option is assumed or continued, and within twelve (12) months following the consummation of such Change in Control, your Service is terminated (i) by the Company or

	any of its subsidiaries (or by the acquiring or successor entity in the Change in Control transaction) without Cause (as defined below) or, (ii) if you have an Employment Agreement that has a definition of “good reason,” by you for good reason (as defined in your Employment Agreement), this Option will become fully vested and exercisable as of the date of your termination of employment. For purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Plan, or, if you have an Employment Agreement which has a definition of “Cause,” then it shall have the meaning set forth in your Employment Agreement.
Term	Notwithstanding anything in this Agreement to the contrary, this Option shall expire and you shall immediately and automatically forfeit the Option to the Company in any event at the close of business at Company headquarters on the Expiration Date, as shown on the Schedule. This Option will expire earlier (but never later) if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than due to your Retirement, death, Disability or for Cause, then this Option will expire at the close of business at Company headquarters on the ninetieth (90^th) day after your termination date.
Termination for Cause	If your Service is terminated for Cause, then you shall immediately forfeit all rights to this Option (including to any vested portion of the Option) and the Option shall immediately expire.
Retirement	If your Service terminates due to your Retirement, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of your Retirement. During such twelve (12) month period, you may exercise the vested portion of this Option.
Death	If your Service terminates due to your death, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of your death. During such twelve (12) month period, your estate or heirs may exercise the vested portion of this Option. In addition, if you die during the ninety (90) day period described in connection with a regular termination (i.e., a termination of your Service other than due to death or Disability or for Cause), and a vested portion of this Option has not yet been exercised, then such vested portion of this Option will instead expire on the date that is twelve (12) months after your termination date. In such a case, during the period following your death up to the date that is twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of this Option.
Disability	If your Service terminates due to your Disability, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after your termination date. During such twelve (12) month period, you (or your guardian or legal representative, as applicable) may exercise the vested portion of this Option.

Leaves of Absence

For purposes of this Option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, in all other cases, your Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends, unless you immediately return to active employee work.

The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

Notice of Exercise

When you wish to exercise this Option, you must notify the Company in writing by filing a notice of exercise in the form designated by the Company at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares of Common Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.

If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

Form of Payment

●

Cash, your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company.

●

Evidence of Issuance	The issuance of the shares of Common Stock upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Common Stock certificates.
Withholding Taxes	You will not be allowed to exercise the Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of shares of Common Stock acquired under exercise of the Option. If the Company determines that any tax or withholding payment is required relating to the exercise or sale of Common Stock purchased upon exercise of the Option under Applicable Laws, the Company will have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any subsidiary of the Company. Subject to the Company’s prior approval, which may be withheld by the Company in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the Company to withhold Common Stock otherwise issuable to you or by delivering to the Company shares you already own. The Common Stock so delivered or withheld must have an aggregate Fair Market Value not exceeding the maximum amount of tax required to be withheld by Applicable Laws and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. You agree that the Company or any subsidiary of the Company shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.
Transfer of Option	This Option is not transferable by you other than to a designated beneficiary upon your death or by will or the laws of descent and distribution, and is exercisable during your lifetime only by you. No assignment or transfer of this Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer this Option will terminate and become of no further effect. Notwithstanding the foregoing, with the prior written approval of the Board or the Committee, you may transfer this Option to your family members, or one or more trusts or other entities for the benefit of or owned by your family members, consistent with applicable securities laws, according to such terms as the Board or the Committee may determine; provided, that, you receive no consideration for the transfer of this Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.
Retention Rights	Neither this Option nor this Agreement gives you the right to be retained or employed by the Company (or any subsidiary of the Company) in any capacity. Unless otherwise specified in any written employment or other

	agreement between the Company and you, the Company reserves the right to terminate your Service at any time and for any reason.
Stockholder Rights	You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Common Stock have been issued upon exercise of this Option and either a certificate evidencing your shares of Common Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made).
Forfeiture; Clawback	Notwithstanding anything in this Agreement to the contrary, if the Board or the Committee determines that you have engaged in conduct that constitutes Cause at any time while you are employed by, or providing services to, the Company or any of its subsidiaries, or after your termination of employment or service, this Option, to the extent outstanding, shall immediately terminate, and you shall automatically forfeit all shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by you for such shares. Upon any exercise of this Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture. This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any “clawback” or recoupment policy that is adopted by the Company or a subsidiary of the Company to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.
Adjustments	The number of shares subject to issuance upon exercise of this Option and the Exercise Price of this Option are subject to adjustment in accordance with Section 17.1 of the Plan. This Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan	The text of the Plan is incorporated into this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation, non-competition, and/or severance agreement between you and the Company or any subsidiary of the Company shall supersede this Agreement with respect to its subject matter.

Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this Option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	By accepting this Option, you consent to receive documents related to the Option by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A	This Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any liability to you for such tax or penalty.
Successors and Assigns	This Agreement shall inure to the successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by you, except to the extent expressly permitted herein.
Severability	If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Schedule to Nonqualified Stock Option Agreement

(See Attachment)

Recipient ID[●]

Recipient Name[●]

Recipient Address[●]

Type of AwardNonqualified Stock Option

Shares of Common Stock[●]

Exercise Price[●]

Grant Date[●]

Vesting Start Date[●]

Expiration Date[●]

Vesting Schedule:

[Initial Employment Option Grant Vesting: This Option shall vest and become exercisable as follows: twenty-five percent (25%) of the shares of Common Stock subject to this Option shall vest on the first (1^st) anniversary of the Vesting Start Date and the remaining seventy-five percent (75%) of the shares of Common Stock subject to this Option shall vest and become exercisable in thirty-six (36) consecutive monthly installments of [●] shares of Common Stock each, starting on the thirteen (13) month anniversary of the Vesting Start Date and continuing on each monthly anniversary thereafter such that one-hundred percent (100%) of the shares of Common Stock subject to this Option shall vest on the fourth (4^th) anniversary of the Vesting Start Date, subject to your continued service as an Employee through each of the applicable vesting dates.]/[Annual Option Grant Vesting: This Option shall vest and become exercisable in thirty-six (36) consecutive monthly installments of [●] shares of Common Stock each, starting on the one month anniversary of the Vesting Start Date and continuing on each monthly anniversary thereafter such that one-hundred percent (100%) of the shares of Common Stock subject to this Option shall vest on the third (3^rd) anniversary of the Vesting Start Date, subject to your continued service as an Employee through each of the applicable vesting dates.]

Exhibit 10.6

MARINUS PHARMACEUTICALS, INC.

2024 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants Restricted Stock Units (the “RSUs”) representing the right to receive shares of its common stock, par value $0.001 (the “Common Stock”), to the recipient (the “Grantee”) set forth on the Schedule to Restricted Stock Unit Agreement attached hereto (the “Schedule”), subject to the vesting and other conditions set forth below and in the Schedule. The terms and conditions of the RSUs are set forth in this Restricted Stock Unit Agreement and the Schedule (collectively, the “Agreement”), as well as in the Company’s 2024 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.


Restricted Stock Units	This Agreement evidences an award of RSUs in the number set forth on the Schedule. Each RSU represents the right to receive one share of Common Stock, subject to the vesting and other conditions set forth in this Agreement and in the Plan.
Vesting	The RSUs shall vest in accordance with the vesting schedule set forth on the Schedule; provided, however, that for purposes of vesting, fractional numbers of shares of Common Stock shall be rounded to the nearest whole number, and the number of RSUs that shall vest on the final vesting date shall be rounded up or down as necessary such that the total number of RSUs that vest pursuant to the vesting schedule shall be equal to the number of RSUs covered by this grant as set forth on the Schedule. Unless the termination of your Service triggers accelerated vesting or other treatment of the RSUs pursuant to the terms of this Agreement or the Plan, you shall immediately and automatically forfeit the unvested RSUs to the Company in the event your Service terminates for any reason. No RSUs shall vest after your termination of Service.
Change in Control	In the event of a Change in Control, the RSUs will be treated in the manner provided in Section 17.3 or Section 17.4 of the Plan (as applicable). If, following a Change in Control in which the RSUs are assumed or continued, and within twelve (12) months following the consummation of such a Change in Control, your Service is terminated (i) by the Company or any of its subsidiaries (or by the acquiring or successor entity in the Change in Control transaction) without Cause (as defined below) or, (ii) if you have an employment agreement with the Company (an “Employment Agreement”) which has a definition of “good reason,” by you for good reason (as defined in your Employment Agreement), the unvested RSUs will become fully vested as of the date of your termination of employment. For purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Plan, or, if you have an Employment Agreement which has

	a definition of “Cause,” then it shall have the meaning set forth in your Employment Agreement.
Termination due to death or Disability	If your Service terminates due to your death or Disability, the unvested RSUs shall become immediately vested as of the date of your termination of Service.
Leaves of Absence	For purposes of the RSUs, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, in all other cases, your Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends, unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Issuance	The issuance of the shares of Common Stock underlying any RSUs that become vested hereunder shall be made within thirty (30) days after the applicable vesting date. Any such issuance shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more Common Stock certificates.
Withholding Taxes	The Company’s obligation to deliver shares of Common Stock upon vesting of the RSUs shall be subject to the satisfaction of all applicable income and employment tax withholding requirements. The Company shall, except to the extent that you request otherwise in writing at least thirty (30) days prior to the applicable vesting date of the RSUs, satisfy any applicable income and employment tax withholding requirements by having vested shares of Common Stock otherwise deliverable to you under this Agreement in respect of your vested RSUs withheld up to an amount that does not exceed your maximum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. In the event and to the extent that you timely request in writing that the Company not withhold otherwise deliverable shares of Common Stock, then you may elect to make a cash payment to the Company at the time of the vesting of the RSUs equal to the required withholding taxes. To the extent that you do not make a cash payment to the Company as set forth in the preceding sentence, then the Company shall withhold from your next immediate payments of salary, wages or fees amounts as necessary to satisfy all applicable withholding tax requirements.
Transfer of RSUs	The RSUs are not transferable by you other than to a designated beneficiary upon your death or by will or the laws of descent and distribution. No assignment or transfer of the RSUs, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or

	distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the RSUs will terminate and become of no further effect.
Retention Rights	Neither the RSUs nor this Agreement gives you the right to be retained or employed by the Company (or any subsidiary of the Company) in any capacity. Unless otherwise specified in any written employment or other agreement between the Company and you, the Company reserves the right to terminate your Service at any time and for any reason.
Stockholder Rights	You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Common Stock have been issued to you upon vesting of the RSUs and either a certificate evidencing your shares of Common Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made).
Clawback	The RSUs are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any “clawback” or recoupment policy that is adopted by the Company or a subsidiary of the Company to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.
Adjustments	The number of shares subject to issuance upon vesting of the RSUs is subject to adjustment in accordance with Section 17.1 of the Plan. The RSUs shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan	The text of the Plan is incorporated into this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the RSUs. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation, non-competition, and/or severance agreement between you and the Company or any subsidiary of the Company shall supersede this Agreement with respect to its subject matter.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other

	information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant of RSUs, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan
Consent to Electronic Delivery	By accepting this grant of RSUs, you consent to receive documents related to the RSUs by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A	The RSUs are intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any liability to you for such tax or penalty. For purposes of this Agreement, a termination of Service only occurs upon an event that would be a “separation from service” (within the meaning of Code Section 409A and the regulations thereunder). Notwithstanding anything in this Agreement to the contrary, if at the time of your separation from service, (i) you are a “specified employee” (within the meaning of Code Section 409A and the regulations thereunder, and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable to you on account of such separation from service constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first payroll date after such Delay Period (or upon your death, if earlier), without interest thereupon.
Successors and Assigns	This Agreement shall inure to the successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by you, except to the extent expressly permitted herein.

Severability

Schedule to Restricted Stock Unit Agreement

(See Attachment)

Recipient ID[●]

Recipient Name[●]

Recipient Address[●]

Type of AwardRestricted Stock Units

Shares of Common Stock[●]

Grant Date[●]

Vesting Start Date[●]

Vesting Schedule:

[Insert vesting schedule]

Exhibit 10.7

MARINUS PHARMACEUTICALS, INC.

INDUCEMENT AWARD

NONQUALIFIED STOCK OPTION AGREEMENT

Marinus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.001 (the “Common Stock”), to the recipient (the “Grantee”) set forth on the Schedule to Nonqualified Stock Option Agreement attached hereto (the “Schedule”), subject to the vesting and other conditions set forth below and in the Schedule. The Option is granted to the Grantee in connection with the Grantee’s entering into employment with the Company and is regarded by the parties as an inducement material to the Grantee’s entering into employment within the meaning of Nasdaq Listing Rule 5635(c)(4). The Option is made and granted as a stand-alone award, separate and apart from, and outside of, the Company’s 2024 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), and shall not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, conditions and definitions set forth in the Plan shall apply to the Option, and the Option shall be subject to such terms, conditions and definitions, which are hereby incorporated into this Nonqualified Stock Option Agreement and the Schedule (collectively, the “Agreement”) by reference. For the avoidance of doubt, the Option shall not reduce the number of shares of Common Stock available for issuance under awards issued pursuant to the Plan. The terms and conditions of the Option are set forth in this Agreement and in the Plan. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

Nonqualified Stock Option

Vesting & Exercisability

This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option shall vest in accordance with the vesting schedule set forth on the Schedule; provided, however, that for purposes of vesting, fractional numbers of shares of Common Stock shall be rounded to the nearest whole number, and the number of shares of Common Stock that shall vest on the final vesting date shall be rounded up or down as necessary such that the total number of shares of Common Stock that vest pursuant to the vesting schedule shall be equal to the number of shares of Common Stock covered by this Option as set forth on the Schedule.

Notwithstanding the vesting schedule set forth on the Schedule, this Option shall become one-hundred percent (100%) vested upon the termination of your Service due to your death or Disability.

Unless the termination of your Service triggers accelerated vesting or other treatment of this Option pursuant to the terms of this Agreement, the Plan or your employment agreement with the Company (the “Employment Agreement”), if any, you shall immediately and automatically forfeit the unvested portion of the Option to the Company in the event your Service terminates for any reason. No portion of this Option that is not exercisable

	at the time of the termination of your Service shall thereafter become exercisable.
Change in Control	In the event of a Change in Control, this Option will be treated in the manner provided in Section 17.3 or Section 17.4 of the Plan (as applicable). If, following a Change in Control in which this Option is assumed or continued, and within twelve (12) months following the consummation of such Change in Control, your Service is terminated (i) by the Company or any of its subsidiaries (or by the acquiring or successor entity in the Change in Control transaction) without Cause (as defined below) or, (ii) if you have an Employment Agreement that has a definition of “good reason,” by you for good reason (as defined in your Employment Agreement), this Option will become fully vested and exercisable as of the date of your termination of employment. For purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Plan, or, if you have an Employment Agreement which has a definition of “Cause,” then it shall have the meaning set forth in your Employment Agreement.
Term	Notwithstanding anything in this Agreement to the contrary, this Option shall expire and you shall immediately and automatically forfeit the Option to the Company in any event at the close of business at Company headquarters on the Expiration Date, as shown on the Schedule. This Option will expire earlier (but never later) if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than due to your Retirement, death or Disability or for Cause, then this Option will expire at the close of business at Company headquarters on the ninetieth (90^th) day after your termination date.
Termination for Cause	If your Service is terminated for Cause, then you shall immediately forfeit all rights to this Option (including to any vested portion of the Option) and the Option shall immediately expire.
Retirement	If your Service terminates due to your Retirement, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of your Retirement. During such twelve (12) month period, you may exercise the vested portion of this Option.
Death	If your Service terminates due to your death, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of your death. During such twelve (12) month period, your estate or heirs may exercise the vested portion of this Option. In addition, if you die during the ninety (90) day period described in connection with a regular termination (i.e., a termination of your Service other than due to death or Disability or for Cause), and a vested portion of this Option has not yet been exercised, then such vested portion of this Option will instead expire on the date that is twelve (12) months after your termination date. In such a case, during the period following your death up

	to the date that is twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of this Option.
Disability	If your Service terminates due to your Disability, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after your termination date. During such twelve (12) month period, you (or your guardian or legal representative, as applicable) may exercise the vested portion of this Option.
Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, in all other cases, your Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends, unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under this Agreement.
Notice of Exercise	When you wish to exercise this Option, you must notify the Company in writing by filing a notice of exercise in the form designated by the Company at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares of Common Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the Exercise Price indicated on the Schedule for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: ● Cash, your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company. ● If approved in advance by the Board or the Committee, shares of Common Stock which are owned by you and which are surrendered to the Company and which are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The Fair Market Value of the shares of Common Stock as of the effective date of the Option exercise will be applied to the Exercise Price. ● If approved in advance by the Board or the Committee, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of

	Common Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price and any withholding taxes. ● If approved in advance by the Board or the Committee, by the Company withholding a number of shares of Common Stock that would otherwise be issuable to you upon your exercise of this Option. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Exercise Price.
Evidence of Issuance	The issuance of the shares of Common Stock upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Common Stock certificates.
Withholding Taxes	You will not be allowed to exercise the Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of shares of Common Stock acquired under exercise of the Option. If the Company determines that any tax or withholding payment is required relating to the exercise or sale of Common Stock purchased upon exercise of the Option under Applicable Laws, the Company will have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any subsidiary of the Company. Subject to the Company’s prior approval, which may be withheld by the Company in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the Company to withhold Common Stock otherwise issuable to you or by delivering to the Company shares you already own. The Common Stock so delivered or withheld must have an aggregate Fair Market Value not exceeding the maximum amount of tax required to be withheld by Applicable Laws and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. You agree that the Company or any subsidiary of the Company shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.
Transfer of Option	This Option is not transferable by you other than to a designated beneficiary upon your death or by will or the laws of descent and distribution, and is exercisable during your lifetime only by you. No assignment or transfer of this Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer this Option will terminate and become of no further effect. Notwithstanding the foregoing, with the prior written approval of the Board or the Committee, you may transfer this Option to your family members, or one or more trusts or other entities for the benefit of or owned by your family members, consistent with applicable securities laws, according to such

	terms as the Board or the Committee may determine; provided, that, you receive no consideration for the transfer of this Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.
Retention Rights	Neither this Option nor this Agreement gives you the right to be retained or employed by the Company (or any subsidiary of the Company) in any capacity. Unless otherwise specified in any written employment or other agreement between the Company and you, the Company reserves the right to terminate your Service at any time and for any reason.
Stockholder Rights	You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Common Stock have been issued upon exercise of this Option and either a certificate evidencing your shares of Common Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made).
Forfeiture; Clawback	Notwithstanding anything in this Agreement to the contrary, if the Board or the Committee determines that you have engaged in conduct that constitutes Cause at any time while you are employed by, or providing services to, the Company or any of its subsidiaries, or after your termination of employment or service, this Option, to the extent outstanding, shall immediately terminate, and you shall automatically forfeit all shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by you for such shares. Upon any exercise of this Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture. This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any “clawback” or recoupment policy that is adopted by the Company or a subsidiary of the Company to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.
Adjustments	The number of shares subject to issuance upon exercise of this Option and the Exercise Price of this Option are subject to adjustment in accordance with Section 17.1 of the Plan. This Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Administration	The Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of

	this Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon you, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under this Agreement.
The Plan	The text of the Plan is incorporated into this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation, non-competition, and/or severance agreement between you and the Company or any subsidiary of the Company shall supersede this Agreement with respect to its subject matter.
Data Privacy	In order to administer this Agreement, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of this Agreement. By accepting this Option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer this Agreement.
Consent to Electronic Delivery	By accepting this Option, you consent to receive documents related to the Option by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in this Agreement through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A	This Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A,

	and neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any liability to you for such tax or penalty.
Successors and Assigns	This Agreement shall inure to the successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by you, except to the extent expressly permitted herein.
Severability	If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Schedule to Nonqualified Stock Option Agreement

(See Attachment)

Recipient ID[●]

Recipient Name[●]

Recipient Address[●]

Type of AwardNonqualified Stock Option

Shares of Common Stock[●]

Exercise Price[●]

Grant Date[●]

Vesting Start Date[●]

Expiration Date[●]

Vesting Schedule:

[Initial Employment Option Grant Vesting: This Option shall vest and become exercisable as follows: twenty-five percent (25%) of the shares of Common Stock subject to this Option shall vest on the first (1^st) anniversary of the Vesting Start Date and the remaining seventy-five percent (75%) of the shares of Common Stock subject to this Option shall vest and become exercisable in thirty-six (36) consecutive monthly installments of [●] shares of Common Stock each, starting on the thirteen (13) month anniversary of the Vesting Start Date and continuing on each monthly anniversary thereafter such that one-hundred percent (100%) of the shares of Common Stock subject to this Option shall vest on the fourth (4^th) anniversary of the Vesting Start Date, subject to your continued service as an Employee through each of the applicable vesting dates.][Annual Option Grant Vesting: This Option shall vest and become exercisable in thirty-six (36) consecutive monthly installments of [●] shares of Common Stock each, starting on the one month anniversary of the Vesting Start Date and continuing on each monthly anniversary thereafter such that one-hundred percent (100%) of the shares of Common Stock subject to this Option shall vest on the third (3^rd) anniversary of the Vesting Start Date, subject to your continued service as an Employee through each of the applicable vesting dates.]

Exhibit 10.8

MARINUS PHARMACEUTICALS, INC.

2024 EQUITY INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

Incentive Stock Option

This Agreement evidences an award of an Option exercisable for that number of shares of Common Stock set forth on the Schedule and subject to the vesting and other conditions set forth in this Agreement and in the Plan. This Option is intended to be an incentive stock option under Section 422 of the Code (an “Incentive Stock Option”) and will be interpreted accordingly; provided, that, the Company makes no representation or guarantee that the Option will qualify as an Incentive Stock Option. If the aggregate Fair Market Value of the shares of Common Stock on the Grant Date with respect to which this Option is exercisable for the first time by you during any calendar year, under this Plan or any other stock option plan of the Company or a parent or subsidiary of the Company, exceeds $100,000, then this Option, as to the excess, shall be treated as a Nonqualified Stock Option.

Vesting & Exercisability

Notwithstanding the vesting schedule set forth on the Schedule, this Option shall become one-hundred percent (100%) vested upon the termination of your Service due to your death or Disability.

	at the time of the termination of your Service shall thereafter become exercisable.
Change in Control	In the event of a Change in Control, this Option will be treated in the manner provided in Section 17.3 or Section 17.4 of the Plan (as applicable). If, following a Change in Control in which this Option is assumed or continued, and within twelve (12) months following the consummation of such Change in Control, your Service is terminated (i) by the Company or any of its subsidiaries (or by the acquiring or successor entity in the Change in Control transaction) without Cause (as defined below) or, (ii) if you have an Employment Agreement that has a definition of “good reason,” by you for good reason (as defined in your Employment Agreement), this Option will become fully vested and exercisable as of the date of your termination of employment. For purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Plan, or, if you have an Employment Agreement which has a definition of “Cause,” then it shall have the meaning set forth in your Employment Agreement.
Term	Notwithstanding anything in this Agreement to the contrary, this Option shall expire and you shall immediately and automatically forfeit the Option to the Company in any event at the close of business at Company headquarters on the Expiration Date, as shown on the Schedule. This Option will expire earlier (but never later) if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than due to your Retirement, death or Disability or for Cause, then this Option will expire at the close of business at Company headquarters on the ninetieth (90^th) day after your termination date.
Termination for Cause	If your Service is terminated for Cause, then you shall immediately forfeit all rights to this Option (including to any vested portion of the Option) and the Option shall immediately expire.
Retirement	If your Service terminates due to your Retirement, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of your Retirement. During such twelve (12) month period, you may exercise the vested portion of this Option. In the event that this Option is exercised more than 90 days after your Retirement, the Option shall lose its status as an Incentive Stock Option and shall be treated as a Nonqualified Stock Option.
Death	If your Service terminates due to your death, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of your death. During such twelve (12) month period, your estate or heirs may exercise the vested portion of this Option. In addition, if you die during the ninety (90) day period described in connection with a regular termination (i.e., a termination of your Service other than due to death or Disability or for Cause), and a vested portion of

	this Option has not yet been exercised, then such vested portion of this Option will instead expire on the date that is twelve (12) months after your termination date. In such a case, during the period following your death up to the date that is twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of this Option.
Disability	If your Service terminates due to your Disability, then this Option will expire at the close of business at Company headquarters on the date that is twelve (12) months after your termination date. During such twelve (12) month period, you (or your guardian or legal representative, as applicable) may exercise the vested portion of this Option.
Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, in all other cases, your Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends, unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Notice of Exercise	When you wish to exercise this Option, you must notify the Company in writing by filing a notice of exercise in the form designated by the Company at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares of Common Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the Exercise Price indicated on the Schedule for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: ● Cash, your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company. ● If approved in advance by the Board or the Committee, shares of Common Stock which are owned by you and which are surrendered to the Company and which are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The Fair Market Value of the shares of Common Stock as of the effective date of the Option exercise will be applied to the Exercise Price.

	● If approved in advance by the Board or the Committee, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Common Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price and any withholding taxes. ● If approved in advance by the Board or the Committee, by the Company withholding a number of shares of Common Stock that would otherwise be issuable to you upon your exercise of this Option. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Exercise Price.
Evidence of Issuance	The issuance of the shares of Common Stock upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more Common Stock certificates.
Withholding Taxes	You will not be allowed to exercise the Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of shares of Common Stock acquired under exercise of the Option. If the Company determines that any tax or withholding payment is required relating to the exercise or sale of Common Stock purchased upon exercise of the Option under Applicable Laws, the Company will have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any subsidiary of the Company. Subject to the Company’s prior approval, which may be withheld by the Company in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the Company to withhold Common Stock otherwise issuable to you or by delivering to the Company shares you already own. The Common Stock so delivered or withheld must have an aggregate Fair Market Value not exceeding the maximum amount of tax required to be withheld by Applicable Laws and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. You agree that the Company or any subsidiary of the Company shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.
Transfer of Option	This Option is not transferable by you other than to a designated beneficiary upon your death or by will or the laws of descent and distribution, and is exercisable during your lifetime only by you. No assignment or transfer of this Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer this Option will terminate and become of no further effect.

Retention Rights	Neither this Option nor this Agreement gives you the right to be retained or employed by the Company (or any subsidiary of the Company) in any capacity. Unless otherwise specified in any written employment or other agreement between the Company and you, the Company reserves the right to terminate your Service at any time and for any reason.
Stockholder Rights	You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Common Stock have been issued upon exercise of this Option and either a certificate evidencing your shares of Common Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made).
Forfeiture; Clawback	Notwithstanding anything in this Agreement to the contrary, if the Board or the Committee determines that you have engaged in conduct that constitutes Cause at any time while you are employed by, or providing services to, the Company or any of its subsidiaries, or after your termination of employment or service, this Option, to the extent outstanding, shall immediately terminate, and you shall automatically forfeit all shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by you for such shares. Upon any exercise of this Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture. This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any “clawback” or recoupment policy that is adopted by the Company or a subsidiary of the Company to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.
Adjustments	The number of shares subject to issuance upon exercise of this Option and the Exercise Price of this Option are subject to adjustment in accordance with Section 17.1 of the Plan. This Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The Plan	The text of the Plan is incorporated into this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation, non-competition, and/or severance agreement between you and the

	Company or any subsidiary of the Company shall supersede this Agreement with respect to its subject matter.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this Option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	By accepting this Option, you consent to receive documents related to the Option by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Qualification as an Incentive Stock Option; Certain Dispositions	It is understood that this Option is intended to qualify as an Incentive Stock Option to the extent permitted under applicable law. Accordingly, you understand that in order to obtain the benefits of an Incentive Stock Option, no sale or other disposition may be made of shares for which Incentive Stock Option treatment is desired within one (1) year following the date of exercise of the Option or within two (2) years from the Grant Date. You understand and agree that the Company shall not be liable or responsible for any additional tax liability you incur in the event that the Internal Revenue Service for any reason determines that this Option does not qualify as an Incentive Stock Option within the meaning of the Code. If you sell or otherwise dispose of shares of Common Stock acquired pursuant to the exercise of this Option prior to the later of (i) the second (2nd) anniversary of the Grant Date or (ii) the first (1st) anniversary of the date of exercise of the Option, then you agree to notify the Company in writing of the date of sale or disposition, the number of shares of Common Stock sold or disposed of and the sale price per share within thirty (30) days of such sale or disposition.
Code Section 409A	This Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, any subsidiaries of the Company, the Board, nor the

	Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, any subsidiaries of the Company, the Board, nor the Committee will have any liability to you for such tax or penalty.
Successors and Assigns	This Agreement shall inure to the successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by you, except to the extent expressly permitted herein.
Severability	If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Schedule to Incentive Stock Option Agreement

(See Attachment)

Recipient ID[●]

Recipient Name[●]

Recipient Address[●]

Type of AwardIncentive Stock Option

Shares of Common Stock[●]

Exercise Price[●]

Grant Date[●]

Vesting Start Date[●]

Expiration Date[●]

Vesting Schedule:

[Initial Employment Option Grant Vesting: This Option shall vest and become exercisable as follows: twenty-five percent (25%) of the shares of Common Stock subject to this Option shall vest on the first (1^st) anniversary of the Vesting Start Date and the remaining seventy-five percent (75%) of the shares of Common Stock subject to this Option shall vest and become exercisable in thirty-six (36) consecutive monthly installments of [●] shares of Common Stock each, starting on the thirteen (13) month anniversary of the Vesting Start Date and continuing on each monthly anniversary thereafter such that one-hundred percent (100%) of the shares of Common Stock subject to this Option shall vest on the fourth (4^th) anniversary of the Vesting Start Date, subject to your continued service as an Employee through each of the applicable vesting dates.][Annual Option Grant Vesting: This Option shall vest and become exercisable in thirty-six (36) consecutive monthly installments of [●] shares of Common Stock each, starting on the one month anniversary of the Vesting Start Date and continuing on each monthly anniversary thereafter such that one-hundred percent (100%) of the shares of Common Stock subject to this Option shall vest on the third (3^rd) anniversary of the Vesting Start Date, subject to your continued service as an Employee through each of the applicable vesting dates.]

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Marinus Pharmaceuticals 2024 Equity Incentive Plan, the Marinus Pharmaceuticals 2014 Equity Incentive Plan (as amended), the Individual Non-Qualified Stock Option Awards (Inducement Grants) and the Individual Restricted Stock Units (Inducement Grants) of our report dated March 5, 2024, with respect to the consolidated financial statements of Marinus Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst and Young, LLP

Philadelphia, Pennsylvania

June 6, 2024

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Marinus Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered ⁽¹⁾		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price			Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.001 per share, reserved for issuance pursuant to the Marinus Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended (Stock Option Awards)	Other	789,567	⁽²⁾	$ 9.72	⁽⁷⁾	$	7,674,591	⁽⁷⁾	0.0001476	$	1,133

Equity	Common Stock, par value $0.001 per share, reserved for issuance pursuant to the Marinus Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended (Restricted Stock Units)	Other	1,393,558	⁽³⁾	$1.50	⁽⁸⁾	$	2,090,337	⁽⁸⁾	0.0001476	$	309

Equity	Common Stock, par value $0.001 per share, reserved for issuance pursuant to Stock Option Awards (Inducement Grant)	Other	381,510	⁽⁴⁾	$8.53	⁽⁹⁾	$	3,254,280	⁽⁹⁾	0.0001476	$	480

Equity	Common Stock, par value $0.001 per share, reserved for issuance pursuant to Restricted Stock Unit Awards (Inducement Grant)	Other	2,500	⁽⁵⁾	$1.50	⁽⁸⁾	$	3,750	⁽⁸⁾	0.0001476	$	1

Equity	Common Stock, par value $0.001 per share, reserved for issuance pursuant to the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan	Other	12,314,265	⁽⁶⁾	$1.50	⁽⁸⁾	$	18,471,398	⁽⁸⁾	0.0001476	$	2,726

Total Offering Amounts							$	31,494,356			$	4,649
Total Fee Offsets												—
Net Fee Due											$	4,649

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued resulting from stock splits, stock dividends or similar transactions.

(2)

Represents shares of common stock, $0.001 par value per share (“Common Stock”), of Marinus Pharmaceuticals, Inc. (the “Registrant”) reserved for issuance pursuant to stock option awards (“Options”) outstanding under the Registrant’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), as of the date of this registration statement, which shares of Common Stock of the Registrant were added to the shares reserved under the 2014 Plan on January 1, 2024 pursuant to an “evergreen” provision contained in the 2014 Plan.

(3)

Represents shares of Common Stock of the Registrant reserved for issuance pursuant to restricted stock units (“RSUs”) outstanding under the 2014 Plan as of the date of this registration statement, which shares of Common Stock of the Registrant were added to the shares reserved under the 2014 Plan on January 1, 2024 pursuant to an “evergreen” provision contained in the 2014 Plan.

(4)

Represents shares of Common Stock of the Registrant issuable upon the exercise of outstanding Options granted to employees of the Registrant outside the Registrant’s equity incentive plans between June 9, 2023 and June 3, 2024 as an inducement material to each such employee’s entry into employment with the Registrant in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Option Awards”).

(5)

Represents shares of Common Stock of the Registrant issuable upon the exercise of outstanding RSUs granted to employees of the Registrant outside the Registrant’s equity incentive plans between June 9, 2023 and June 3, 2024 as an inducement material to each such employee’s entry into employment with the Registrant in accordance with Nasdaq Listing Rule 5635(c)(4).

(6)

Represents shares of Common Stock of the Registrant reserved for future issuance under the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”), consisting of (a) 4,000,000 shares of Common Stock issuable under the 2024 Plan, and (b) a maximum of 8,314,265 shares of Common Stock that were subject to outstanding awards under the 2014 Plan (the “Outstanding Award Shares”) as of May 22, 2024, the effective date of the 2024 Plan. Pursuant to Section 4.1 of the 2024 Plan, the Outstanding Award Shares will become available for issuance under the 2024 Plan if such awards under the 2014 Plan are forfeited or otherwise terminated. The 2024 Plan was approved by the Registrant’s stockholders at the Registrant’s 2024 Annual Meeting of Stockholders on May 22, 2024.

(7)	Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee based on the weighted-average exercise price for outstanding Options granted pursuant to the 2014 Plan as of the date of this registration statement.

(8)

Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the amount of the registration fee based on the average of the high and low prices for a share of Common Stock of the Registrant as reported on the Nasdaq Global Market on May 31, 2024, a date within five business days of the filing of this registration statement.

(9)	Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee based on the weighted-average exercise price of the Inducement Option Awards.

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