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): | April 4, 2017 |
Marina Biotech, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-13789 | 11-2658569 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
|
17870 Castleton Street, Suite 250 City of Industry, CA |
91748 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | 626-964-5788 |
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 4, 2017, Marina Biotech, Inc. (the “Company”) entered into a Line Letter with Autotelic Inc. (“Autotelic”) pursuant to which Autotelic offered to the Company an unsecured line of credit in an amount not to exceed $500,000, to be used for current operating expenses of the Company. Autotelic will consider requests for advances under the Line Letter until September 1, 2017. Autotelic shall have the right at any time for any reason in its sole and absolute discretion to terminate the line of credit available under the Line Letter or to reduce the maximum amount available thereunder without notice to the Company or any other person; provided, that Autotelic agreed that it shall not demand the repayment of any advances that are made to the Company under the Line Letter prior to the earlier of: (i) October 1, 2017; and (ii) the date on which (x) the Company makes a general assignment for the benefit of its creditors, (y) the Company applies for or consents to the appointment of a receiver, a custodian, a trustee or liquidator of all or a substantial part of its assets or (z) the Company ceases operations. Advances made under the Line Letter shall bear interest at the rate of five percent (5%) per annum, shall be evidenced by the Demand Promissory Note issued by the Company to Autotelic, and shall be due and payable upon demand by Autotelic.
Autotelic is a stockholder of the Company, and an entity of which Dr. Trieu, the Chairman of the Board of Directors of the Company, serves as Chairman of the Board. Previously on November 15, 2016, the Company entered into a Line Letter with Dr. Trieu, pursuant to which Dr. Trieu offered to the Company an unsecured line of credit in an amount not to exceed $540,000.
The foregoing description of the Line Letter and the Demand Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Line Letter and the Demand Promissory Note, a copy of each of which is filed as Exhibit 10.2 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Demand Promissory Note issued by Marina Biotech, Inc. to Autotelic Inc. | |
| 10.1 | Line Letter dated April 1, 2017 from Autotelic Inc. to Marina Biotech Inc. |
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.
| Marina Biotech, Inc. | ||
| April 6, 2017 | By: | /s/ Joseph W. Ramelli |
| Name: | Joseph W. Ramelli | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Form of Demand Promissory Note issued by Marina Biotech, Inc. to Autotelic Inc. | |
| 10.1 | Line Letter dated April 1, 2017 from Autotelic Inc. to Marina Biotech Inc. |
DEMAND PROMISSORY NOTE
$500,000.00
For Value Received, Marina Biotech, Inc., a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of Autotelic Inc., a Delaware corporation ( the “ Lender ”), at 940 South Coast Drive, Suite 100, Costa Mesa, CA 92626, the lesser of (x) the principal sum of Five Hundred Thousand Dollars ($500,000.00) and (y) the aggregate unpaid principal amount of all advances (the “ Advances ”) made by the Lender to the Borrower pursuant to an irrevocable notice by Borrower to Lender specifying the amount to be borrowed and the requested borrowing date (which aggregate unpaid principal amount shall be equal to the amount duly endorsed and set forth opposite the date last appearing on Schedule A attached to this Note). Advances hereunder shall be payable ON DEMAND. All payments under this Note shall be made in lawful money of the United States of America and in immediately available funds.
Advances hereunder shall bear interest at the annual rate per annum of Five Per Cent (5%), calculated on the actual number of days elapsed in a year composed of twelve 30 day months (the “ Interest Rate ”) from the date of such Advance until payment in full. Payment of interest shall be made ON DEMAND. Any Advance hereunder which shall not be paid when demanded shall bear interest for each day thereafter at a rate per annum equal to the Interest Rate plus two percent (2%). In no case shall interest on this Note exceed the maximum amount which the Lender may charge or collect under applicable law.
The Borrower hereby authorizes the Lender to accept telephonic instructions from a duly authorized representative of the Borrower to make an Advance or receive a payment hereunder and authorizes the Lender to endorse the amount of all Advances made hereunder and all principal payments received hereunder on Schedule A hereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Advance.
This Note is the promissory note referred to in the Line Letter, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “ Line Letter ”), between the Borrower and the Lender, and is subject to the provisions of the Line Letter. This Note may be prepaid in whole or in part at the discretion of the Borrower. Unless otherwise defined herein, terms defined in the Line Letter and used herein shall have the meanings given to them in the Line Letter.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS NOTE OR THE LINE LETTER, OR IN ANY OTHER INSTRUMENT OR DOCUMENT DELIVERED OR ENTERED INTO BY THE LENDER, ALL ADVANCES MADE BY THE LENDER SHALL BE PAYABLE ON WRITTEN DEMAND BY THE LENDER UPON THIRTY DAYS’ NOTICE, PROVIDED IF A DEFAULT EXISTS HEREUNDER NO SUCH NOTICE IS REQUIRED. THE LENDER SHALL HAVE THE RIGHT TO TERMINATE THE LINE AND/OR REFUSE TO MAKE ANY REQUESTED ADVANCE AT ANY TIME FOR ANY REASON, WITHOUT, IN ANY SUCH CASE, ANY PRIOR NOTICE WHATSOEVER TO ANY PERSON, INCLUDING WITHOUT LIMITATION THE BORROWER.
| 1 |
THE BORROWER WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF, BASED UPON, OR IN ANY WAY CONNECTED TO THIS NOTE.
All parties now and hereafter liable with respect to this Note, whether maker principal surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.
The provisions of this Note shall be construed and interpreted and all rights and obligations hereunder determined in accordance with the substantive laws of the State of New York.
| Marina Biotech, Inc. | ||
| By: | /s/ Joseph W. Ramelli | |
| Name: | Joseph W. Ramelli | |
| Title: | Chief Executive Officer | |
| 2 |
Schedule A to Note
LOANS AND REPAYMENT OF LOANS
| DATE |
AMOUNT OF LOAN |
AMOUNT OF PRINCIPAL OF LOANS REPAID |
UNPAID PRINCIPAL BALANCE OF LOANS |
NOTATION MADE BY |
||||
| 3 |
Autotelic Inc.
940 South Coast Drive, Suite 100
Costa Mesa, CA 92626
April 4, 2017
Marina Biotech, Inc.
17870 Castleton Street, Suite 250
City of Industry, CA 91748
Re: Line Letter
Dear Sirs:
Autotelic Inc. (the “ Lender ”), hereby offers to Marina Biotech, Inc., a Delaware corporation (the “ Borrower ”), an unsecured line of credit (the “ Line ”) in an amount not to exceed $500,000 (such amount, the “ Maximum Amount ”). The proceeds of all advances under the Line will be used for current operating expenses of the Borrower. At the request of Lender, the Borrower shall inform the Lender of the intended use of proceeds of any advance under the Line.
The Lender will respond promptly to any request for credit the Borrower may make. The Lender shall have the right at any time for any reason in its sole and absolute discretion to terminate the Line or reduce the Maximum Amount without notice to the Borrower or any other person. Notice of any such termination or reduction shall be effective immediately and shall permanently terminate or reduce, as the case may be, the Maximum Amount then in effect. Notwithstanding the foregoing: (i) in the absence of a default by Borrower hereunder, the Lender will not demand the repayment of any outstanding advance under the Line from the Borrower except upon thirty business days’ notice; and (ii) Lender hereby agrees that it shall not demand the repayment of any advances that have been made by the Lender to the Borrower hereunder prior to the earlier of: (x) the six (6) month anniversary of the date of this letter; and (ii) the date on which the Borrower (A) makes a general assignment for the benefit of its creditors, (B) applies for or consents to the appointment of a receiver, a custodian, a trustee or liquidator of all or a substantial part of its assets or (z) ceases operations.
Any credit which the Lender may extend will be on such terms and conditions and will bear interest at the rate stated in the promissory note (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Note ”), substantially in the form of Exhibit I attached hereto.
The Lender will consider requests for advances under the Line until September 1, 2017, unless this discretionary line is earlier terminated by the Borrower or the Lender. This line of credit is issued subject to the Lender in its sole discretion continuing to be satisfied with the Borrower’s prospects, and the Borrower’s maintenance of a satisfactory relationship with the Lender.
This letter is for the benefit of the Borrower only and is not to be shown to, or relied upon by, third parties. This letter constitutes the entire understanding between the Borrower and the Lender on this subject and supersedes all prior discussions.
This letter is the “Line Letter” referred to in the Note. This letter may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Please acknowledge your understanding of the above by signing and returning the enclosed copy of this letter.
| Very truly yours, | ||
| Autotelic Inc. | ||
| By: | /s/ Vuong Trieu | |
| Name: | Vuong Trieu | |
| Title: | Chairman | |
ACKNOWLEDGED AND AGREED AS
OF THE DATE FIRST ABOVE WRITTEN:
MARINA BIOTECH, INC.
| By: | /s/ Joseph W. Ramelli | |
| Name: | Joseph W. Ramelli | |
| Title: | Chief Executive Officer |
EXHIBIT I
Form of Note