Current Report Filing (8-k)
19 August 2017 - 7:22AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
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August
17, 2017
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Marina
Biotech, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-13789
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11-2658569
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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17870
Castleton Street, Suite 250
City of Industry, CA
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91748
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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626-964-5788
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N/A
Former
name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.02 Unregistered Sales of Equity Securities.
On
August 17, 2017, Marina Biotech, Inc. (the “Company”) entered into an amendment (the “Amendment”) of that
certain Pharmaceutical Development Agreement dated as of March 30, 2017 by and between Windlas Healthcare Private Limited
(“Windlas”) and the Company (the “Development Agreement”), relating to the development by Windlas of certain
pharmaceutical products to be used for conducting clinical trials or for regulatory submissions, as more fully described therein.
Pursuant
to the Amendment, the Company and Windlas agreed to amend the Development Agreement to reflect the Company’s agreement to
issue to Windlas, and Windlas’ agreement to accept from the Company, in lieu of cash payments with respect to forty percent
(40%) of the total amount reflected on invoices sent from time to time by Windlas to the Company, shares of the common stock of
the Company (“Common Stock”) having an aggregate value equal to forty percent (40%) of such invoiced amount (with
the remaining portion of the invoiced amount being paid in cash). For purposes of determining the number of shares of Common Stock
to be issued to Windlas, each share of Common Stock shall have a value equal to the volume weighted average price of the Common
Stock on the principal trading market for the Common Stock for the ten (10) trading days immediately prior to the date of the
applicable invoice. The maximum value of Common Stock that may be issued to Windlas pursuant to the Development Agreement (as
modified by the Amendment) is $2 million. The parties also agreed that the foregoing payment arrangement would apply to any Contract
Manufacturing and Supply Agreement (or similar agreement) relating to the manufacturing of commercial batches of the products
covered by the Development Agreement that may be entered into between the parties.
The
Company will issue the shares of Common Stock to Windlas in reliance on the exemption from registration afforded by Section 4(a)(2)
of the Securities Act of 1933, as amended, as a transaction not involving any public offering. However, the Company agreed to
register the resale of the shares of Common Stock issued to Windlas from time to time following the issuance of such shares to
Windlas, subject to certain thresholds and limitations.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Marina Biotech, Inc.
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August
18, 2017
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By:
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/s/
Joseph W. Ramelli
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Name:
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Joseph
W. Ramelli
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Title:
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Chief
Executive Officer
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