Marinus Pharmaceuticals (MRNS) 10-Q 12 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	Apr. 30, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-36576
Entity Registrant Name	MARINUS PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0198082
Entity Address, Address Line One	5 Radnor Corporate Center, Suite 500
Entity Address, Address Line Two	100 Matsonford Rd
Entity Address, City or Town	Radnor
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	484
Local Phone Number	801-4670
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MRNS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,140,406
Entity Central Index Key	0001267813
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 126,319	$ 122,927
Accounts receivable	2,489	2,629
Contract asset		557
Prepaid expenses and other current assets	6,263	5,565
Total current assets	135,071	131,678
Property and equipment, net	2,989	2,499
Other assets	2,750	2,663
Total assets	140,810	136,840
Current liabilities:
Accounts payable	4,671	3,126
Refund liability		21,233
Accrued expenses	14,865	16,207
Total current liabilities	19,536	40,566
Notes payable, net of deferred financing costs	69,927	40,809
Contract liability	9,113
Other long-term liabilities	1,829	1,979
Total liabilities	100,405	83,354
Stockholders' equity:
Series A convertible preferred stock, $0.001 par value; 25,000,000 shares authorized, 4,575 shares issued and outstanding at March 31, 2022 and December 31, 2021	4,302	4,302
Common stock, $0.001 par value; 150,000,000 shares authorized, 37,145,981 issued and 37,138,674 outstanding at March 31, 2022 and 36,797,561 issued and 36,790,254 outstanding at December 31, 2021	37	37
Additional paid-in capital	466,132	459,852
Treasury stock at cost, 7,307 shares at March 31, 2022 and December 31, 2021
Accumulated deficit	(430,066)	(410,705)
Total stockholders' equity	40,405	53,486
Total liabilities and stockholders' equity	$ 140,810	$ 136,840

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	37,145,981	36,797,561
Common stock, shares outstanding	37,138,674	36,790,254
Treasury stock, shares	7,307	7,307
Series A Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred Stock, Shares Issued	4,575	4,575
Preferred stock, shares outstanding	4,575	4,575

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Federal contract revenue	$ 1,513	$ 1,806
Collaboration revenue	12,673
Total revenue	14,186	1,806
Expenses:
Research and development	17,991	18,591
General and administrative	11,737	10,376
Cost of IP license fee	1,169
Total expenses	30,897	28,967
Loss from operations	(16,711)	(27,161)
Interest income	12	24
Interest expense	(1,692)
Other expense, net	(970)	(4)
Net loss and comprehensive loss	(19,361)	(27,141)
Net loss applicable to common shareholders	$ (19,361)	$ (27,141)
Per share information:
Net loss per share of common stock-basic	$ (0.52)	$ (0.74)
Net loss per share of common stock-diluted	$ (0.52)	$ (0.74)
Basic weighted average shares outstanding	36,890,568	36,599,701
Diluted weighted average shares outstanding	36,890,568	36,599,701

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (19,361)	$ (27,141)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	85	85
Amortization of debt issuance costs	282
Stock-based compensation expense	3,379	5,035
Amortization of net contract asset/liability	(375)
Noncash lease expense	80	73
Noncash lease liability	69	82
Write-off of fixed assets	61
Issuance of common stock for cost of license agreement	1,168
Unrealized loss on foreign currency transactions	930
Changes in operating assets and liabilities:
Refund Liability	(22,163)
Net contract asset/liability	10,045
Prepaid expenses and other current assets, non-current assets, and accounts receivable	(1,072)	366
Accounts payable, accrued expenses and other long term-liabilities	(783)	5,325
Net cash used in operating activities	(27,655)	(16,175)
Cash flows from investing activities
Maturities of short-term investments		1,474
Deposit on property and equipment		(404)
Purchases of property and equipment	(86)	(28)
Net cash (used in) provided by investing activities	(86)	1,042
Cash flows from financing activities
Proceeds from exercise of stock options	1,733	244
Proceeds from notes payable, net of upfront fee	29,400
Financing costs, paid		(148)
Net cash provided by financing activities	31,133	96
Net (decrease) increase in cash and cash equivalents	3,392	(15,037)
Cash and cash equivalents-beginning of period	122,927	138,509
Cash and cash equivalents-end of period	126,319	$ 123,472
Supplemental disclosure of cash flow information
Debt issuance costs included in accrued expenses	563
Property and equipment in accrued expenses	205
Property and equipment in deposits placed in service	$ 337

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Series A Preferred StockPreferred Stock	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 4,469	$ 37	$ 444,622		$ (311,929)	$ 137,199
Balance (in shares) at Dec. 31, 2020	4,753	36,578,460		7,307
Increase (Decrease) in Stockholders' Equity (Deficit)
Stock-based compensation expense			5,035			5,035
Exercise of stock options			244			244
Exercise of stock options (in shares)		55,030
Financing costs			(3)			(3)
Net loss					(27,141)	(27,141)
Balance at Mar. 31, 2021	$ 4,469	$ 37	449,898		(339,070)	115,334
Balance (in shares) at Mar. 31, 2021	4,753	36,633,490		7,307
Balance at Dec. 31, 2021	$ 4,302	$ 37	459,852		(410,705)	53,486
Balance (in shares) at Dec. 31, 2021	4,575	36,790,254		7,307
Increase (Decrease) in Stockholders' Equity (Deficit)
Stock-based compensation expense			3,379			3,379
Exercise of stock options			1,733			1,733
Exercise of stock options (in shares)		225,165
Issuance of common stock			1,168			1,168
Issuance of common stock (in shares)		123,255
Net loss					(19,361)	(19,361)
Balance at Mar. 31, 2022	$ 4,302	$ 37	$ 466,132		$ (430,066)	$ 40,405
Balance (in shares) at Mar. 31, 2022	4,575	37,138,674		7,307

Description of the Business and

Description of the Business and Liquidity	3 Months Ended
	Mar. 31, 2022
Description of the Business and Liquidity
Description of the Business and Liquidity	1. Description of the Business and Liquidity We are a pharmaceutical company focused on the development and commercialization of products for patients suffering from rare genetic epilepsies and other seizure disorders. On March 18, 2022, the U.S Food and Drug Administration (FDA) approved our new drug application (NDA) for the use of ZTALMY® (ganaxolone) oral suspension for the treatment of seizures associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (CDD) in patients 2 years of age and older. ​ The continued global spread of COVID-19, including the Omicron variant and its subvariants, has impacted our clinical operations and timelines. For example, our Phase 3 Randomized Therapy In Status Epilepticus Trial (RAISE trial) in refractory status epilepticus (RSE) is conducted in hospitals, including intensive care units and academic medical centers, which have experienced high rates of COVID-19 admissions. Several academic medical centers and intensive care units participating in the RAISE trial have experienced COVID-related difficulties, including staff turnover and the need to devote significant resources to patients with COVID-19, which has resulted in site initiation and enrollment delays for the RAISE trial. Given these COVID-19-related challenges and a temporary pause beginning in February 2022 of the RAISE trial after routine monitoring of stability batches of clinical supply material indicated that it became necessary to reduce the shelf life to less than the anticipated 24-months to meet product stability testing specifications, we now expect o ur top-line data readout for the RAISE trial to be available in the second half of 2023. In May 2022, we Liquidity We have not generated any product revenues and have incurred operating losses since inception, including losses of $19.4 million for the three months ended March 31, 2022. There is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of ganaxolone will require significant additional financing. Our accumulated deficit as of March 31, 2022 was $430.1 million and we expect to incur substantial losses in future periods. We plan to finance our future operations with a combination of proceeds from the issuance of equity securities, the issuance of debt, government funding, collaborations, licensing transactions and other commercial transactions or other sources, such as monetization of our Priority Review Voucher, and revenues from future product sales, if any. We have not generated positive cash flows from operations, and there are no assurances that we will be successful in obtaining an adequate level of financing for the commercialization and continued development of ganaxolone. On July 30, 2021, we entered into a collaboration agreement (the Orion Collaboration Agreement) with Orion Corporation (Orion), whereby Orion received exclusive rights to commercialize the oral and IV dose formulations of ganaxolone in the European Economic Area, United Kingdom and Switzerland in multiple seizure disorders, including CDD, tuberous sclerosis complex (TSC) and RSE. Under the agreement, we received a 90 of the upfront fee. In the event of such termination and refund, Orion would have had no further rights pursuant to the oral and IV dose formulations of ganaxolone and the Orion Collaboration Agreement would have terminated and been of no further force or effect. In February 2022, the verified draft study report showed that no genotoxicity was found, as measured by formation of micronuclei in the bone marrow or comet morphology in the liver. These results were formalized in the final study report received in May 2022 and, as a result of the study’s findings, we are not required to refund Orion any of the upfront fee and Orion does not have the right to terminate the Orion Collaboration Agreement based on the study outcome. On May 11, 2021 (Closing Date), we entered into a Credit Agreement and Guaranty (as amended by that certain letter agreement on May 17, 2021, the Credit Agreement) with Oaktree Fund Administration, LLC, as administrative agent and the lenders party thereto that provides for a five-year tranches (collectively, the Term Loans). As of March 31, 2022, we have drawn a total of In September 2020, we entered into a contract (BARDA Contract) with the Biomedical Advanced Research and Development Authority (BARDA), a division of the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response. Under the BARDA Contract, we receive d an award of up to an estimated $51 million for development of IV-administered ganaxolone for the treatment of RSE. The BARDA Contract provides for f unding to support , on a cost-sharing basis , the completion of a Phase 3 clinical trial of IV-administered ganaxolone in patients with RSE , which covers the RAISE trial , funding of pre-clinical studies to evaluate IV-administered ganaxolone a s an effective treatment for RSE due to chemical nerve gas agent exposure, and funding of certain ganaxolone manufacturing scale-up and regulatory activities. In March 2022, we entered into an amendment with BARDA to extend the end date of our base performance period for funding under the BARDA Contract from September 1, 2022 to December 31, 2023. The BARDA Contract consists of an approximately two-year five years Management’s operating plan, which underlies the analysis of our ability to continue as a going concern, involves the estimation of the amount and timing of future cash inflows and outflows. Actual results could vary from the operating plan. We follow the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 205-40, Presentation of Financial Statements—Going Concern, which requires management to assess our ability to continue as a going concern within one year after the date the financial statements are issued. Our cash and cash equivalents on hand as of March 31, 2022, excluding the $15.0 million liquidity requirement associated with our Note Payable (Note 8), is not sufficient to fund operations for the one-year period after the date the financial statements are issued. As a result, there is substantial doubt about our ability to continue as a going concern through the one-year period from the date these financial statements are issued. Management’s plans that are intended to mitigate this risk include the monetization of our Priority Review Voucher and additional financing or strategic transactions. We have and will continue to evaluate available alternatives to further extend our operations beyond the one-year period after the date the financial statements are issued. If additional capital is not obtained when required, we may need to delay or curtail our operations until additional funding is received.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Marinus Pharmaceuticals, Inc. (a Delaware corporation) as well as the accounts of Marinus Pharmaceuticals Emerald Limited (an Ireland company incorporated in February 2021), a wholly owned subsidiary requiring consolidation. Marinus Pharmaceuticals Emerald Limited serves as a corporate presence in the European Union for regulatory purposes. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S. (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 and accompanying notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 24, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates. Federal Contract Revenue We recognize federal contract revenue from the BARDA Contract in the period in which the allowable research and development expenses are incurred, and receivables associated with this revenue are included within accounts receivable on our interim consolidated balance sheets. This revenue is not within the scope of ASC 606 – Revenue from contracts with customers. Debt Issuance Costs Debt issuance costs incurred in connection with Note payable (Note 8) are amortized to interest expense over the term of the respective financing arrangement using the effective-interest method. Debt issuance costs, net of related amortization are deducted from the carrying value of the related debt. Contract Liability When consideration is received, or such consideration is unconditionally due, from a customer prior to completing our performance obligation to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities expected to be recognized as revenue or a reduction of expense within the 12 months following the balance sheet date are classified as current liabilities. Contract liabilities not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term liabilities. In accordance with ASC 210-20, our contract liability is partially offset by a contract asset as further discussed in Note 9. Collaboration and Licensing Revenue We may enter into collaboration and licensing arrangements for research and development, manufacturing, and commercialization activities with counterparties for the development and commercialization of our product candidates. These arrangements may contain multiple components, such as (i) licenses, (ii) research and development activities, and (iii) the manufacturing of certain material. Payments pursuant to these arrangements may include non-refundable and refundable payments, payments upon the achievement of significant regulatory, development and commercial milestones, sales of product at certain agreed-upon amounts, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under a collaboration agreement, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as we satisfy each performance obligation. We must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates and probabilities of regulatory and commercial success. We also apply significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Measurements
Fair Value Measurements	3. Fair Value Measurements FASB accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, we use quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: ● Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. ● Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. As of March 31, 2022 and December 31, 2021, all of our financial assets and liabilities were classified as Level 1 valuations. The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ 34,128 ​ $ — ​ $ — ​ $ 34,128 ​ Money market funds (cash equivalents) ​ ​ 92,191 ​ ​ — ​ ​ — ​ ​ 92,191 ​ Total assets ​ $ 126,319 ​ $ — ​ $ — ​ $ 126,319 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ 2,360 ​ $ — ​ $ — ​ $ 2,360 ​ Money market funds (cash equivalents) ​ ​ 120,567 ​ ​ — ​ ​ — ​ ​ 120,567 ​ Total assets ​ $ 122,927 ​ $ — ​ $ — ​ $ 122,927 ​ ​

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2022
Accrued Expenses
Accrued Expenses	4. Accrued Expenses Accrued expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2022 ​ 2021 ​ Payroll and related costs ​ $ 3,360 ​ $ 5,830 Clinical trials and drug development ​ ​ 8,765 ​ ​ 8,217 ​ Professional fees ​ ​ 1,431 ​ ​ 1,311 ​ Debt issuance costs and commitment fees ​ ​ 630 ​ ​ — ​ Short-term lease liabilities ​ ​ 575 ​ ​ 556 ​ Other ​ ​ 104 ​ ​ 293 ​ Total accrued expenses ​ $ 14,865 ​ $ 16,207 ​ ​

Loss Per Share of Common Stock

Loss Per Share of Common Stock	3 Months Ended
	Mar. 31, 2022
Loss Per Share of Common Stock
Loss Per Share of Common Stock	5. Loss Per Share of Common Stock Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, convertible notes payable, warrants, stock options, and unvested restricted stock, which would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 6, and summarized in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 ​ 2021 ​ Convertible preferred stock 915,000 950,600 Restricted stock awards and restricted stock units 541,670 22,000 Stock options 5,654,024 4,436,778 ​ 7,110,694 5,409,378 ​

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity
Stockholders' Equity	6. Stockholders’ Equity In 2005, we adopted the 2005 Stock Option and Incentive Plan (2005 Plan) that authorizes us to grant stock options, restricted stock and other equity-based awards. As of March 31, 2022, 577 options to purchase shares of common stock were outstanding pursuant to grants in connection with the 2005 Plan. Effective August 2014, we adopted our 2014 Equity Incentive Plan, as amended (2014 Plan), that authorizes us to grant stock options, restricted stock, and other equity-based awards, subject to adjustment in accordance with the 2014 Plan. As of March 31, 2022, 4,072,818 options to purchase shares of common stock were outstanding pursuant to grants in connection with the 2014 Plan, and 816,377 shares of common stock were available for future issuance. The amount, terms of grants, and exercisability provisions are determined and set by our board of directors. In accordance with the 2014 Plan, on January 1, 2022, the shares of common stock available for future grants under the 2014 Plan was increased to 2,343,330. Stock Options There were 5,654,024 stock options outstanding as of March 31, 2022 at a weighted average exercise price of $11.66 per share, including 1,580,629 stock options outstanding outside of the 2014 Plan, granted as inducements to new employees. Total compensation cost recognized for all stock option awards in the statements of operations is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2022 ​ 2021 Research and development $ 1,179 $ 1,190 General and administrative ​ 1,899 ​ 3,790 Total ​ $ 3,078 ​ $ 4,980 ​ Restricted Stock All issued and outstanding restricted shares of common stock are time-based, and become vested within two years of the grant date, pursuant to the 2014 Plan. Compensation expense is recorded ratably over the requisite service period. Compensation expense related to restricted stock is measured based on the fair value using the closing market price of our common stock on the date of the grant. As of March 31, 2022, we had 22,625 outstanding shares of restricted common stock. During the three months ended March 31, 2022, we granted 515,645 restricted stock units, which vest within four years of the grant date, pursuant to the 2014 Plan. As of March 31, 2022, we had 519,045 restricted stock units outstanding. Total compensation cost recognized for all restricted stock awards and restricted stock units in the statements of operations is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2022 ​ 2021 ​ Research and development $ 99 $ — ​ General and administrative ​ 202 ​ 55 ​ ​ Total ​ $ 301 ​ $ 55 ​ ​ ​ ​ ​ ​ Preferred Stock As of March 31, 2022, 4,575 shares of our Series A Convertible Preferred Stock (Preferred Stock) remained outstanding, convertible into 915,000 shares of our common stock. Stock Issued in Connection with Ovid License Agreement Unregistered Sales of Equity Securities and Use of Proceeds

Leases

Leases	3 Months Ended
	Mar. 31, 2022
Leases
Leases	7. Leases We have entered into one operating lease for real estate. This lease has a term of 78 months, and includes renewal terms which can extend the lease terms by 60 months (which we include in lease terms when it is reasonably certain that we will exercise the option). As of March 31, 2022, our operating lease had a remaining lease term of 42 months. The right-of-use (ROU) asset is included in "Other assets" on our interim consolidated balance sheets as of March 31, 2022 and December 31, 2021, and represents our right to use the underlying asset for the lease term. Our obligations to make lease payments are included in " Accrued expenses Other long-term liabilities As of March 31, 2022 and December 31, 2021, ROU assets were $1.6 million and $1.7 million, respectively, and operating lease liabilities were $2.4 million and $2.5 million, respectively. We have entered into various short-term operating leases, primarily for clinical trial equipment, with an initial term of twelve months or less. These leases are not recorded on our balance sheets. All operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended March 31, 2022 and 2021, we recognized $0.1 million and $0.2 million, respectively, in total lease costs, each of which included less than $0.1 million in short-term lease costs related to short-term operating leases. Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments. The weighted average incremental borrowing rate used to determine the initial value of ROU assets and lease liabilities was 11.0%, derived from a corporate yield curve based on a synthetic credit rating model using a market signal analysis. We have certain contracts for real estate which may contain lease and non-lease components which we have elected to treat as a single lease component. ROU assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. As of March 31, 2022 and December 31, 2021, we have not recognized any impairment losses for our ROU assets. We monitor for events or changes in circumstances that require a reassessment of our lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in our interim consolidated statements of operations and comprehensive loss. Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining nine months of 2022 ​ $ 609 ​ 2023 ​ 823 ​ 2024 ​ 840 ​ 2025 ​ 642 ​ Thereafter ​ — ​ ​ ​ ​ 2,914 ​ Less: imputed interest ​ ​ (510) ​ Total lease liabilities ​ $ 2,404 ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 575 ​ Non-current operating lease liabilities ​ ​ 1,829 ​ Total lease liabilities ​ $ 2,404 ​ ​

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2022
Notes Payable
Notes Payable	​ 8. Notes Payable On May 11, 2021 (Closing Date) and as amended on May 17, 2021, we entered into the Credit Agreement with Oaktree Fund Administration, LLC as administrative agent (Oaktree) and the lenders party thereto (collectively, the Lenders) that provides for a five-year senior secured term loan facility in an aggregate original principal amount of up to $125.0 million, available to us in five tranches (collectively, the Term Loans). Upon entering into the Credit Agreement in May 2021, we borrowed $15.0 million in term loans from the Lenders (Tranche A-1 Term Loan); upon receipt of written acceptance by the FDA of our NDA filing relating to the use of ganaxolone in CDD in September 2021 we borrowed $30.0 million of tranche A-2 term loans from the Lenders (Tranche A-2 Term Loan); and in March 2022, we borrowed $30.0 million in term loans from the Lenders that became available as a result of the approval by the FDA of ZTALMY oral suspension for the treatment of seizures associated with CDD in patients two years of age and older (Tranche B Term Loan). Under the terms of the Credit Agreement, we may, at our sole discretion, borrow from the Lenders up to an additional $50.0 million in term loans subject to certain milestone events, as follows: ​ ● Through June 30, 2023, $25.0 million of tranche C term loans will be available for draw if we complete one or more financings (including through the issuance of common stock, convertible debt, subordinated debt, a synthetic royalty, or a sublicense) resulting in gross proceeds to us of at least $40.0 million and net proceeds to us of at least $36.0 million. In addition, the availability of this tranche is subject to certain clinical outcomes. ● Through December 31, 2023, $25.0 million of tranche D term loans will be available for draw if we earn an aggregate of at least $50.0 million in net product revenue in the U.S. for a trailing six consecutive months. In addition, the Credit Agreement contains a minimum liquidity covenant that requires us to maintain cash and cash equivalents of at least $15.0 million from the funding date of the tranche B term loans until the maturity of the Term Loans. The Term Loans will be guaranteed by certain of our future subsidiaries (Guarantors). Our obligations under the Credit Agreement are secured by a pledge of substantially all of our assets and will be secured by a pledge of substantially all of the assets of the Guarantors. The Term Loans mature on May 11, 2026 (Maturity Date). The Term Loans bear interest at a fixed per annum rate (subject to increase during an event of default) of 11.50% , and we are required to make quarterly interest payments until the Maturity Date. We are also required to make quarterly principal payments beginning on June 30, 2024 in an amount equal to 5.0% of the aggregate amount of the Term Loans outstanding on June 30, 2024, and continuing until the Maturity Date. On the Maturity Date, we are required to pay in full all outstanding Term Loans and other amounts owed under the Credit Agreement. At the time of borrowing any tranche of the Term Loans, we are required to pay an upfront fee of 2.0% of the aggregate principal amount borrowed at that time. In addition, a commitment fee of 75 basis points per annum began to accrue on each of the tranche B, C, and D commitments for the period beginning 120 days after the funding date of the tranche A-2 term loans, and continues until the applicable tranche is either funded or terminated, at which time the related commitment fees are due. The tranche A-2 term loans were funded on September 27, 2021, and as such, we began accruing the commitment fees for tranche B, C, and D term loans 120 days later, on January 25, 2022. We drew down the additional $30.0 million of tranche B term loans in March 2022, and paid less than $0.1 million in commitment fees related to tranche B term loans. At March 31, 2022, we had less than $0.1 million accrued for commitment fees related to tranche C and D term loans. We may prepay all or any portion of the Term Loans, and are required to make mandatory prepayments of the Term Loans from the proceeds of asset sales, casualty and condemnation events, and prohibited debt issuances, subject to certain exceptions. All mandatory and voluntary prepayments of the Term Loans are subject to prepayment premiums equal to (i) of the principal prepaid if prepayment occurs after May 11, 2024 but on or before May 11, 2025. If prepayment occurs after May 11, 2025, We are also required to make mandatory prepayments of the Term Loans upon an event of default under the Credit Agreement resulting from the occurrence of a change of control. These mandatory prepayments are subject to a prepayment premium equal to (i) In addition, we are required to pay an exit fee in an amount equal to 2.0% of all principal repaid, whether as a mandatory prepayment, voluntary prepayment, or a scheduled repayment. In addition to the minimum liquidity covenant, we are subject to a number of affirmative and restrictive covenants under the Credit Agreement, including limitations on our ability and our subsidiaries’ abilities, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, and enter into affiliate transactions, subject to certain exceptions. As of March 31, 2022, we were in compliance with all covenants. Upon the occurrence of certain events, including but not limited to our failure to satisfy our payment obligations under the Credit Agreement, the breach of certain of our other covenants under the Credit Agreement, the occurrence of cross defaults to other indebtedness, or defaults related to enforcement action by the FDA or other Regulatory Authority or recall of ganaxolone, Oaktree and the Lenders will have the right, among other remedies, to accelerate all amounts outstanding under the Term Loans and declare all principal, interest, and outstanding fees immediately due and payable. In March 2022, we borrowed $30.0 million upon the approval by the FDA of ZTALMY for CDD and incurred debt issuance costs of $1.8 million, including the exit fee of $0.6 million, that are classified as contra-liabilities on our consolidated balance sheets and are being recognized as interest expenses over the term of the loan using the effective interest method. In September 2021, we borrowed $30.0 million upon receipt of written acceptance by the FDA of our NDA filing relating to the use of ganaxolone in the treatment of CDD and incurred debt issuance costs of $1.2 million, including the exit fee of $0.6 million, that are classified as contra-liabilities on our consolidated balance sheets and are being recognized as interest expenses over the term of the loan using the effective-interest method. In May 2021, we borrowed $15.0 million upon entering into the Credit Agreement and incurred debt issuance costs of $4.4 million, including the exit fee of $0.3 million, that are classified as a contra-liabilities on the consolidated balance sheet and are being recognized as interest expenses over the term of the loan using the effective-interest method. For the three months ended March 31, 2022, we recognized interest expense of $1.7 million, of which $1.3 million was interest on the Term Loans, $0.3 million was non-cash interest expense related to the amortization of debt issuance costs, less than $0.1 million was non-cash interest expense related to the commitment fee, and less than $0.1 million was related to commitment fees paid in the three months ended March 31, 2022. The following table summarizes the composition of Notes payable as reflected on the consolidated balance sheet as of March 31, 2022 (in thousands): ​ ​ ​ ​ ​ Gross proceeds ​ $ 75,000 Contractual exit fee ​ 1,500 Unamortized debt discount and issuance costs ​ (6,573) Total ​ $ 69,927 ​ The aggregate maturities of Notes payable as of March 31, 2022 are as follows (in thousands): ​ ​ ​ ​ Remainder of 2022 ​ $ — 2023 ​ ​ — 2024 ​ ​ 11,250 2025 ​ ​ 15,000 2026 and thereafter ​ ​ 48,750 Total ​ $ 75,000 ​

Collaboration Revenue

Collaboration Revenue	3 Months Ended
	Mar. 31, 2022
Collaboration Revenue
Collaboration Revenue	9. Collaboration Revenue In July 2021, we entered into a collaboration agreement (the Orion Collaboration Agreement) with Orion Corporation (Orion). The Orion Collaboration Agreement falls under the scope of ASC Topic 808, Collaborative Arrangements (ASC 808) as both parties are active participants in the arrangement that are exposed to significant risks and rewards. While this arrangement is in the scope of ASC 808, we analogize to ASC 606 for some aspects of this arrangement, including for the delivery of a good or service (i.e., a unit of account). Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the consolidated statements of operations. Under the terms of the Orion Collaboration Agreement, we granted Orion an exclusive, royalty-bearing, sublicensable license to certain of our intellectual property rights with respect to commercializing biopharmaceutical products incorporating our product candidate ganaxolone (Licensed Products) in the European Economic Area, the United Kingdom and Switzerland (collectively, the Territory) for the diagnosis, prevention and treatment of certain human diseases, disorders or conditions (Field), initially in the indications of CDD, TSC and RSE. We will be responsible for the continued development of Licensed Products and regulatory interactions related thereto, including conducting and sponsoring all clinical trials, provided that Orion may conduct certain post-approval studies in the Territory. Orion will be responsible, at Orion’s sole cost and expense, for the commercialization of any Licensed Product in the Field in the Territory. Under the terms of the Orion Collaboration Agreement, we received a €25.0 million ($29.6 million) upfront payment from Orion in July 2021. In connection with the upfront fee, we agreed to provide Orion with the results of a planned genotoxicity study on the M2 metabolite of ganaxolone, a “Combined Micronucleus & Comet study in vivo.” In the event that the results of such study were positive, based on the criteria set forth in the study’s protocol, Orion would have had the right to terminate the Orion Collaboration Agreement within ninety ( 90 ) days after its receipt of the final report of such study, in which we would have been required to refund Orion seventy-five percent (75%) of the upfront fee. In the event of such termination and refund, Orion would have had no further rights pursuant to the oral and IV dose formulations of ganaxolone and the Orion Collaboration Agreement would have terminated and be of no further force or effect. In February 2022, the verified draft study report showed that no genotoxicity was found, as measured by formation of micronuclei in the bone marrow or comet morphology in the liver. These results were formalized in the final study report received in May 2022 and, as a result of the study’s findings, we are not required to refund Orion any of the upfront fee and Orion does not have the right to terminate the Orion Collaboration Agreement based upon the study outcome. We are eligible to receive up to an additional €97 million in research and development reimbursement and cash milestone payments based on specific clinical and commercial achievements, as well as tiered royalty payments based on net sales ranging from the low double-digits to high teens for the oral programs and the low double-digits to low 20s for the IV program. Also, as part of the overall arrangement, we have agreed to supply the Licensed Products to Orion at an agreed upon price. The Orion Collaboration Agreement shall remain effective until the date of expiration of the last to expire Royalty Term, which is defined as the period beginning on the date of the first commercial sale Licensed Product in such country and ending on the latest to occur of (a) the tenth (10th) anniversary of the first commercial sale of Licensed Product in such country, (b) the expiration of the last-to-expire licensed patent covering the manufacture, use or sale of such Licensed Product in such country, and (c) the expiration of regulatory exclusivity period, if any, for such Licensed Product in such country. The Orion Collaboration Agreement has a term of at least ten ( 10 In accordance with the guidance, we identified the following commitments under the arrangement: (i) exclusive rights to develop, use, sell, have sold, offer for sale and import any product comprised of Licensed Product (License), (ii) development and regulatory activities (Development and Regulatory Activities), and (iii) requirement to supply Orion with the Licensed Product at an agreed upon price (Supply of Licensed Product). We determined that these three commitments represent distinct performance obligations for purposes of recognizing revenue or reducing expense, which we will recognize such revenue or expense, as applicable, as we fulfill these performance obligations. At contract inception, we determined that the non-refundable portion of the upfront payment plus the research and development reimbursement constitutes the transaction price as of the outset of the Orion Collaboration Agreement. The refundable portion of the upfront payment and the future potential regulatory and development milestone payments were fully constrained at contract inception as the risk of significant revenue reversal related to these amounts had not yet been resolved. During the three months ended March 31, 2022, the refundable portion of the upfront payment was determined to be included in the transaction price as the final genotoxicity study on the M2 metabolite of ganaxolone was received as described above. The achievement of the future potential milestones is not within our control and is subject to certain research and development success and therefore carry significant uncertainty. We will reevaluate the likelihood of achieving these milestones at the end of each reporting period and adjust the transaction price in the period the risk is resolved. In addition, we will recognize any consideration related to sales-based milestones and royalties when the subsequent sales occur since those payments relate primarily to the License, which was delivered by us to Orion upon entering into the Orion Collaboration Agreement. We recorded $12.7 million of the $21.2 million refundable portion of the upfront payment as collaboration revenue in the three months ended March 31, 2022, and $9.5 million was recorded as a long-term liability as of March 31, 2022. The transaction price was allocated to the three performance obligations based on the estimated stand-alone selling prices at contract inception. The stand-alone selling price of the License was based on a discounted cash flow approach and considered several factors including, but not limited to, discount rate, development timeline, regulatory risks, estimated market demand and future revenue potential using an adjusted market approach. The stand-alone selling price of the Development and Regulatory Activities and the Supply of Licensed Product was estimated using the expected cost-plus margin approach. ​ As of the agreement date in July 2021, we allocated the transaction price to the performance obligations as described below and recorded the $9.0 million transaction price associated with the License as revenue. During 2021, we amortized $0.1 million of the transaction price associated with the Development and Regulatory Services as a reduction of research and development costs. These reductions to transaction price resulted in a total contract liability of $6.6 million at December 31, 2021. In accordance with ASC 210-20, the contract liability of $6.6 million was offset by a contract asset of $7.2 million related to the reimbursement of research and development costs, resulting in a net contract asset of $0.6 million at December 31, 2021. ​ Transaction Price and Net Contract Asset at December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cumulative Collaboration ​ ​ ​ Transaction ​ Revenue Recognized ​ Contract ​ Price as of December 31, 2021 Liability License $ 8,987 ​ $ 8,987 ​ $ - Development and Regulatory Services ​ 2,787 ​ ​ 106 ​ ​ 2,681 Supply of Licensed Product ​ 3,943 ​ ​ - ​ ​ 3,943 ​ $ 15,717 ​ $ 9,093 ​ ​ 6,624 ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Total Contract Asset ​ ​ ​ ​ ​ ​ ​ 7,181 Net Contract Asset ​ ​ ​ ​ ​ ​ $ 557 ​ During the three months ended March 31, 2022, the refundable portion of the upfront payment was determined to be included in the transaction price as the final genotoxicity study on the M2 metabolite of ganaxolone was received as described above. As such, the refundable portion of the upfront payment of €18.8 million ($21.2 million) was allocated to the purchase price as shown below, resulting in a total purchase price of $37.9 million. Of the $21.2 million refundable portion of the upfront payment, we recorded $12.7 million of collaboration revenue in the three months ended March 31, 2022. During the three months ended March 31, 2022, we amortized $0.4 million of the transaction price associated with the Development and Regulatory Services as a reduction of research and development costs. These reductions to the transaction price resulted in a total contract liability of $15.7 million at March 31, 2022. In accordance with ASC 210-20, the contract liability of $15.7 million is offset by a contract asset of $6.6 million related to the reimbursement of research and development costs, resulting in a net contract liability of $9.1 million at March 31, 2022. ​ Transaction Price and Net Contract Liability at March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cumulative Collaboration ​ ​ ​ Transaction Price ​ Revenue Recognized ​ Contract ​ As of March 31, 2022 as of March 31, 2022 Liability License $ 21,660 ​ $ 21,660 ​ $ - Development and Regulatory Services ​ 6,717 ​ ​ 481 ​ ​ 6,236 Supply of Licensed Product ​ 9,503 ​ ​ - ​ ​ 9,503 ​ $ 37,880 ​ $ 22,141 ​ ​ 15,739 ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Total Contract Asset ​ ​ ​ ​ ​ ​ ​ 6,626 Net Contract Liability ​ ​ ​ ​ ​ ​ $ 9,113 ​ In 2021, we incurred $2.0 million of incremental costs in obtaining the Orion Collaboration Agreement. These contract acquisition costs were allocated consistent with the transaction price, resulting in $1.1 million of expense recorded to general and administrative expense commensurate with the recognition of the License performance obligation and $0.9 million recorded as capitalized contract costs, included in other current assets and other assets, which are being amortized as Development and Regulatory Services and Supply of Licensed Product obligations are met. We reevaluate the transaction price and the total estimated costs expected to be incurred to satisfy the performance obligations and adjusts the deferred revenue at the end of each reporting period. Such changes will result in a change to the amount of collaboration revenue recognized and deferred revenue.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Marinus Pharmaceuticals, Inc. (a Delaware corporation) as well as the accounts of Marinus Pharmaceuticals Emerald Limited (an Ireland company incorporated in February 2021), a wholly owned subsidiary requiring consolidation. Marinus Pharmaceuticals Emerald Limited serves as a corporate presence in the European Union for regulatory purposes. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S. (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 and accompanying notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 24, 2022.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs incurred in connection with Note payable (Note 8) are amortized to interest expense over the term of the respective financing arrangement using the effective-interest method. Debt issuance costs, net of related amortization are deducted from the carrying value of the related debt.
Contract Liability	Contract Liability When consideration is received, or such consideration is unconditionally due, from a customer prior to completing our performance obligation to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities expected to be recognized as revenue or a reduction of expense within the 12 months following the balance sheet date are classified as current liabilities. Contract liabilities not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term liabilities. In accordance with ASC 210-20, our contract liability is partially offset by a contract asset as further discussed in Note 9.
Federal Contract Revenue	Federal Contract Revenue We recognize federal contract revenue from the BARDA Contract in the period in which the allowable research and development expenses are incurred, and receivables associated with this revenue are included within accounts receivable on our interim consolidated balance sheets. This revenue is not within the scope of ASC 606 – Revenue from contracts with customers.
Collaboration and Licensing Revenue	Collaboration and Licensing Revenue We may enter into collaboration and licensing arrangements for research and development, manufacturing, and commercialization activities with counterparties for the development and commercialization of our product candidates. These arrangements may contain multiple components, such as (i) licenses, (ii) research and development activities, and (iii) the manufacturing of certain material. Payments pursuant to these arrangements may include non-refundable and refundable payments, payments upon the achievement of significant regulatory, development and commercial milestones, sales of product at certain agreed-upon amounts, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under a collaboration agreement, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as we satisfy each performance obligation. We must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates and probabilities of regulatory and commercial success. We also apply significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Measurements
Summary of major categories of financial assets and liabilities measured at fair value on a recurring basis	The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ 34,128 ​ $ — ​ $ — ​ $ 34,128 ​ Money market funds (cash equivalents) ​ ​ 92,191 ​ ​ — ​ ​ — ​ ​ 92,191 ​ Total assets ​ $ 126,319 ​ $ — ​ $ — ​ $ 126,319 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ 2,360 ​ $ — ​ $ — ​ $ 2,360 ​ Money market funds (cash equivalents) ​ ​ 120,567 ​ ​ — ​ ​ — ​ ​ 120,567 ​ Total assets ​ $ 122,927 ​ $ — ​ $ — ​ $ 122,927 ​

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2022
Accrued Expenses
Schedule of accrued expenses	Accrued expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2022 ​ 2021 ​ Payroll and related costs ​ $ 3,360 ​ $ 5,830 Clinical trials and drug development ​ ​ 8,765 ​ ​ 8,217 ​ Professional fees ​ ​ 1,431 ​ ​ 1,311 ​ Debt issuance costs and commitment fees ​ ​ 630 ​ ​ — ​ Short-term lease liabilities ​ ​ 575 ​ ​ 556 ​ Other ​ ​ 104 ​ ​ 293 ​ Total accrued expenses ​ $ 14,865 ​ $ 16,207 ​

Loss Per Share of Common Stock

Loss Per Share of Common Stock (Tables)	3 Months Ended
	Mar. 31, 2022
Loss Per Share of Common Stock
Schedule of antidilutive securities excluded from the computation of diluted weighted average shares outstanding	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 ​ 2021 ​ Convertible preferred stock 915,000 950,600 Restricted stock awards and restricted stock units 541,670 22,000 Stock options 5,654,024 4,436,778 ​ 7,110,694 5,409,378

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2022
Stock option
Schedule of total compensation cost recognized in the statement of operations	Total compensation cost recognized for all stock option awards in the statements of operations is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2022 ​ 2021 Research and development $ 1,179 $ 1,190 General and administrative ​ 1,899 ​ 3,790 Total ​ $ 3,078 ​ $ 4,980
Restricted stock awards and RSUs
Schedule of total compensation cost recognized in the statement of operations	Total compensation cost recognized for all restricted stock awards and restricted stock units in the statements of operations is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2022 ​ 2021 ​ Research and development $ 99 $ — ​ General and administrative ​ 202 ​ 55 ​ ​ Total ​ $ 301 ​ $ 55 ​ ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2022
Leases
Schedule of maturities of operating lease liabilities	Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining nine months of 2022 ​ $ 609 ​ 2023 ​ 823 ​ 2024 ​ 840 ​ 2025 ​ 642 ​ Thereafter ​ — ​ ​ ​ ​ 2,914 ​ Less: imputed interest ​ ​ (510) ​ Total lease liabilities ​ $ 2,404 ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 575 ​ Non-current operating lease liabilities ​ ​ 1,829 ​ Total lease liabilities ​ $ 2,404 ​

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2022
Notes Payable
Summary of composition of Notes payable	The following table summarizes the composition of Notes payable as reflected on the consolidated balance sheet as of March 31, 2022 (in thousands): ​ ​ ​ ​ ​ Gross proceeds ​ $ 75,000 Contractual exit fee ​ 1,500 Unamortized debt discount and issuance costs ​ (6,573) Total ​ $ 69,927
Schedule of maturities of Notes payable over the next five years	​ ​ ​ ​ ​ Gross proceeds ​ $ 75,000 Contractual exit fee ​ 1,500 Unamortized debt discount and issuance costs ​ (6,573) Total ​ $ 69,927 ​ The aggregate maturities of Notes payable as of March 31, 2022 are as follows (in thousands): ​ ​ ​ ​ Remainder of 2022 ​ $ — 2023 ​ ​ — 2024 ​ ​ 11,250 2025 ​ ​ 15,000 2026 and thereafter ​ ​ 48,750 Total ​ $ 75,000

Collaboration Revenue (Tables)

Collaboration Revenue (Tables)	3 Months Ended
	Mar. 31, 2022
Collaboration Revenue
Schedule of allocation of the transaction price to the performance obligations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cumulative Collaboration ​ ​ ​ Transaction ​ Revenue Recognized ​ Contract ​ Price as of December 31, 2021 Liability License $ 8,987 ​ $ 8,987 ​ $ - Development and Regulatory Services ​ 2,787 ​ ​ 106 ​ ​ 2,681 Supply of Licensed Product ​ 3,943 ​ ​ - ​ ​ 3,943 ​ $ 15,717 ​ $ 9,093 ​ ​ 6,624 ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Total Contract Asset ​ ​ ​ ​ ​ ​ ​ 7,181 Net Contract Asset ​ ​ ​ ​ ​ ​ $ 557 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cumulative Collaboration ​ ​ ​ Transaction Price ​ Revenue Recognized ​ Contract ​ As of March 31, 2022 as of March 31, 2022 Liability License $ 21,660 ​ $ 21,660 ​ $ - Development and Regulatory Services ​ 6,717 ​ ​ 481 ​ ​ 6,236 Supply of Licensed Product ​ 9,503 ​ ​ - ​ ​ 9,503 ​ $ 37,880 ​ $ 22,141 ​ ​ 15,739 ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Total Contract Asset ​ ​ ​ ​ ​ ​ ​ 6,626 Net Contract Liability ​ ​ ​ ​ ​ ​ $ 9,113

Description of the Business a_2

Description of the Business and Liquidity (Details) $ in Thousands, € in Millions	Jul. 30, 2021USD ($)	Jul. 30, 2021EUR (€)	May 11, 2021USD ($)tranche	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Mar. 31, 2022USD ($)shares	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)shares
Liquidity
Net loss						$ 19,361	$ 27,141
Accumulated deficit						430,066		$ 410,705
Proceeds from Lines of Credit						$ 75,000
Common stock, shares authorized | shares						150,000,000		150,000,000
Oaktree Capital Management LP Credit Agreement
Liquidity
Term of loan facility			5 years
Maximum borrowing capacity available under the credit agreement			$ 125,000
Number of tranches | tranche			5
Proceeds from Lines of Credit			$ 15,000	$ 30,000		$ 30,000
Additional borrowing capacity available, subject to certain milestone events			$ 50,000
Oaktree Capital Management LP Credit Agreement | Funding of the tranche A- 2 term loans until the funding of the tranche B term loans
Liquidity
Minimum liquidity to be maintained						15,000
BARDA Contract
Liquidity
Maximum amount to be awarded under the contract					$ 51,000
Contract base period					2 years
Amount of funding to be provided during contract base period					$ 21,000
Amount of additional funding to be provided following successful completion of clinical trial and preclinical studies in base period					30,000
Cost sharing, amount					33,000
Cost sharing, BARDA amount					$ 51,000
Contract period-of-performance					5 years
Collaboration Agreement with Orion
Liquidity
Upfront fee received	$ 29,600	€ 25
R&D reimbursement and cash milestone payments to be received | €		€ 97
Number of days from receipt of the final report, in which the collaboration agreement may be terminated	90 days	90 days
Percentage of upfront fee which must be refunded in the event of termination		75.00%
Term Loan Tranche B | Oaktree Capital Management LP Credit Agreement
Liquidity
Proceeds from Lines of Credit						$ 30,000
Common Stock
Liquidity
Issuance of common stock (in shares) | shares						123,255

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Total assets	$ 126,319	$ 122,927
Cash
Assets
Cash and cash equivalents, fair value	34,128	2,360
Money market funds
Assets
Cash and cash equivalents, fair value	92,191
Investments		120,567
Level 1
Assets
Total assets	126,319	122,927
Level 1 | Cash
Assets
Cash and cash equivalents, fair value	34,128	2,360
Level 1 | Money market funds
Assets
Cash and cash equivalents, fair value	$ 92,191
Investments		$ 120,567

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses
Payroll and related costs	$ 3,360	$ 5,830
Clinical trials and drug development	8,765	8,217
Professional fees	1,431	1,311
Debt issuance costs and commitment fees	630
Short-term lease liabilities	575	556
Other	104	293
Total accrued expenses	$ 14,865	$ 16,207

Loss Per Share of Common Stoc_2

Loss Per Share of Common Stock (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Loss per share of common stock
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	7,110,694	5,409,378
Convertible preferred stock
Loss per share of common stock
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	915,000	950,600
Restricted stock awards and RSUs
Loss per share of common stock
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	541,670	22,000
Stock options
Loss per share of common stock
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	5,654,024	4,436,778

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 29, 2022	Mar. 31, 2022	Mar. 31, 2021	Jan. 01, 2022	Dec. 31, 2021
Stock option and incentive plans
Total compensation cost		$ 3,078	$ 4,980
Shares
Number of common shares issued for each convertible Series A preferred stock		915,000
Ovid License Agreement
Stock option and incentive plans
Stock Issued During Period, Shares, New Issues	123,255
Series A Preferred Stock
Shares
Preferred stock, shares outstanding		4,575			4,575
Common Stock
Stock option and incentive plans
Stock Issued During Period, Shares, New Issues		123,255
Stock option
Stock Options
Outstanding (in shares)		5,654,024
Outstanding, weighted-average exercise price (in dollars per share)		$ 11.66
Granted (in shares)		1,341,399
Granted (in dollars per share)		$ 10.47
Restricted stock awards and RSUs
Stock option and incentive plans
Total compensation cost		$ 301	55
Stock Options
Outstanding (in shares)		22,625
Shares
Issued (in shares)		515,645
Outstanding (in shares)		519,045
Restricted stock awards and RSUs | Research and development.
Stock option and incentive plans
Total compensation cost		$ 99
Restricted stock awards and RSUs | General and administrative
Stock option and incentive plans
Total compensation cost		$ 202	55
2005 Plan
Stock option and incentive plans
Common stock reserved for issuance (in shares)		0
2005 Plan | Stock option
Stock Options
Outstanding (in shares)		577
2014 Plan
Stock option and incentive plans
Common stock reserved for issuance (in shares)		816,377		2,343,330
2014 Plan | Research and development.
Stock option and incentive plans
Total compensation cost		$ 1,179	1,190
2014 Plan | General and administrative
Stock option and incentive plans
Total compensation cost		$ 1,899	$ 3,790
2014 Plan | Stock option
Stock Options
Outstanding (in shares)		4,072,818
Granted (in shares)		1,204,388
Equity Incentive Plan, Employee Inducements | Stock option
Stock Options
Outstanding (in shares)		1,580,629
Granted (in shares)		137,011

Leases (Details)

Leases (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease agreement term	78 months
Operating lease renewal term	60 months
Weighted average remaining lease term	42 months
Right-of-use assets	$ 1,600		$ 1,700
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other Assets, Noncurrent		Other Assets, Noncurrent
Operating lease liabilities	$ 2,404		$ 2,500
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Accrued Liabilities, Current, Other Accrued Liabilities, Noncurrent		Accrued Liabilities, Current, Other Accrued Liabilities, Noncurrent
Total lease costs	$ 200	$ 100
Weighted-average incremental borrowing rate used to determine right-of-use assets and lease liabilities	11.00%
Impairment losses of ROU assets	$ 0		$ 0
Maturities of operating lease liabilities
Remaining three months of 2021	609
2022	823
2023	840
2024	642
Total lease payments	2,914
Less: imputed interest	(510)
Total lease liabilities	2,404		$ 2,500
Current operating lease liabilities	575
Non-current operating lease liabilities	$ 1,829
Maximum
Leases
Short-term operating lease costs		$ 100

Notes Payable - Narratives (Det

Notes Payable - Narratives (Details)	May 11, 2021USD ($)tranche	May 11, 2011USD ($)	Sep. 30, 2021USD ($)	Mar. 31, 2022USD ($)
Debt Instrument [Line Items]
Proceeds from line of credit				$ 75,000,000
Contractual exit fee				1,500,000
Interest Expense				1,692,000
Amortization of debt issuance costs				282,000
Oaktree Capital Management LP Credit Agreement
Debt Instrument [Line Items]
Term of loan facility	5 years
Maximum borrowing capacity available under the credit agreement	$ 125,000,000
Number of tranches | tranche	5
Additional borrowing capacity available, subject to certain milestone events	$ 50,000,000
Proceeds from line of credit	$ 15,000,000		$ 30,000,000	30,000,000
Accrued interest rate (as a percent)	11.50%
Percentage of periodic principal payment	5.00%
Upfront fee (as a percent)	2.00%
Commitment fee accrual period	120 days
Debt Instrument Commitment Fee	$ 0.75
Percentage of term loan exit fees	2.00%
Payment of Debt Commitment Fee				100,000
Debt issuance costs	$ 4,400,000		1,200,000	1,800,000
Contractual exit fee	300,000		$ 600,000
Interest Expense				1,700,000
Interest on term loan				1,300,000
Amortization of debt issuance costs				300,000
Oaktree Capital Management LP Credit Agreement | Maximum
Debt Instrument [Line Items]
Debt Instrument Commitment Fee				100,000
Contractual exit fee				600,000
Oaktree Capital Management LP Credit Agreement | Funding of the tranche A- 2 term loans until the funding of the tranche B term loans
Debt Instrument [Line Items]
Minimum liquidity to be maintained				15,000,000
Oaktree Capital Management LP Credit Agreement | Funding date of the tranche B term loans until the maturity of the Term Loans
Debt Instrument [Line Items]
Minimum liquidity to be maintained	$ 15,000,000
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment On Or Before May 11, 2023
Debt Instrument [Line Items]
Prepayment premium (as a percent)	4.00%
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment Occurs Between May 11, 2023 To May 11, 2024
Debt Instrument [Line Items]
Prepayment premium (as a percent)	4.00%
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment Between May 11, 2024 To May 11, 2025
Debt Instrument [Line Items]
Prepayment premium (as a percent)	2.00%
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment After May 11, 2025
Debt Instrument [Line Items]
Prepayment premium (as a percent)	0.00%
Oaktree Capital Management LP Credit Agreement | Prepayment occurs on or before May 11, 2022
Debt Instrument [Line Items]
Prepayment premium (as a percent)	12.50%
Oaktree Capital Management LP Credit Agreement | Prepayment occurs after May 11, 2022 but on or before May 11, 2023
Debt Instrument [Line Items]
Prepayment premium (as a percent)	10.00%
Oaktree Capital Management LP Credit Agreement | Term Loans Tranche A-1
Debt Instrument [Line Items]
Proceeds from line of credit		$ 15,000,000
Oaktree Capital Management LP Credit Agreement | Term Loans Tranche A-2
Debt Instrument [Line Items]
Proceeds from line of credit	$ 30,000,000			30,000,000
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche B
Debt Instrument [Line Items]
Proceeds from line of credit				30,000,000
Debt Instrument Commitment Fee				100,000
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche B | Maximum
Debt Instrument [Line Items]
Debt Instrument Commitment Fee Accrued				$ 100,000
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche C
Debt Instrument [Line Items]
Additional borrowing capacity available, subject to certain milestone events	25,000,000
Gross proceeds from sublicense, minimum	40,000,000
Net proceeds from sublicense, minimum	36,000,000
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche D
Debt Instrument [Line Items]
Additional borrowing capacity available, subject to certain milestone events	25,000,000
Net product revenue, minimum	$ 50,000,000
Net product revenue, consecutive earning period	6 months

Notes Payable - Composition of

Notes Payable - Composition of debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Notes Payable
Gross proceeds	$ 75,000
Contractual exit fee	1,500
Unamortized debt discount and issuance costs	(6,573)
Total	$ 69,927	$ 40,809

Notes Payable - Debt maturities

Notes Payable - Debt maturities (Details) $ in Thousands	Mar. 31, 2022USD ($)
Notes Payable
2024	$ 11,250
2025	15,000
2026 and thereafter	48,750
Total	$ 75,000

Collaboration Revenue - Narrati

Collaboration Revenue - Narrative (Details) $ in Thousands, € in Millions	Jul. 30, 2021USD ($)	Jul. 30, 2021EUR (€)	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)	Jul. 31, 2021USD ($)
License and Collaboration Revenue
Collaboration revenue			$ 12,673
Contract with Customer, Contract Liability Net of Contract Asset			9,113
Less Total Contract Asset			6,626	$ 7,181
Collaboration Agreement with Orion
License and Collaboration Revenue
Upfront fee received	$ 29,600	€ 25
Number of days from receipt of the final report, in which the collaboration agreement may be terminated	90 days	90 days
Percentage of upfront fee which must be refunded in the event of termination		75.00%
Amount of payment receivable upon achievement of specific clinical and commercial achievements | €		€ 97
Term of collaboration agreement	10 years	10 years
Collaboration revenue			12,700
Contract with Customer, Refund Liability, Noncurrent			9,500
Transaction Price			37,880	15,717	$ 9,000
Contract with Customer, Contract Liability Net of Contract Asset			9,100
Less Total Contract Asset			$ 6,600	$ 7,200

Collaboration Revenue - Allocat

Collaboration Revenue - Allocation of the transaction price to the performance obligations (Details) $ in Thousands, € in Millions	Jul. 30, 2021USD ($)item	Jul. 30, 2021EUR (€)item	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)	Mar. 31, 2022EUR (€)	Jul. 31, 2021USD ($)
License and Collaboration Revenue
Contract Liability			$ 15,739	$ 6,624
Less Total Contract Asset			6,626	7,181
Net Contract Asset				557
Net Contract Liability			9,113
Cost of IP license fee			1,169
Development and Regulatory Services
License and Collaboration Revenue
Contract Liability			6,236	2,681
Supply of License Product
License and Collaboration Revenue
Contract Liability			9,503	3,943
Collaboration Agreement with Orion
License and Collaboration Revenue
Number of performance obligations | item	3	3
Refundable portion of the upfront payment			21,200		€ 18.8
Transaction Price			37,880	15,717		$ 9,000
Cumulative Collaboration Revenue Recognized			22,141	9,093
Contract Liability			15,700	6,600
Less Total Contract Asset			6,600	7,200
Net Contract Asset				600
Net Contract Liability			9,100
Incremental costs incurred in obtaining the agreement			2,000
Contract acquisition costs included in general and administrative expense			1,100
Capitalized contract costs			900
Upfront fee received	$ 29,600	€ 25
Collaboration Agreement with Orion | License Revenue
License and Collaboration Revenue
Transaction Price			21,660	8,987
Cumulative Collaboration Revenue Recognized			21,660	8,987
Collaboration Agreement with Orion | Development and Regulatory Services
License and Collaboration Revenue
Amortization of transaction price as a reduction of research and development costs			400	100
Transaction Price			6,717	2,787
Cumulative Collaboration Revenue Recognized			481	106
Collaboration Agreement with Orion | Supply of License Product
License and Collaboration Revenue
Transaction Price			$ 9,503	$ 3,943