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):   June 22, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 22, 2017, Marina Biotech, Inc. (the “Company”) entered into an amendment (the “Amendment Letter”) of that certain employment offer letter, dated June 5, 2017, between the Company and Erik Emerson (the “Offer Letter”), pursuant to which the Company hired Mr. Emerson to serve as its Chief Commercial Officer, effective immediately.

 

As compensation for his services as Chief Commercial Officer, the Company shall pay to Mr. Emerson an annual base salary of $150,000, and he will be entitled to receive a discretionary bonus as determined by the Board of Directors of the Company (the “Board”) in an amount up to 40% of his base salary, with the payment of such bonus to be based on the achievement of such milestones as shall be determined by the Board following good faith consultation with Mr. Emerson. It is anticipated the Mr. Emerson will devote approximately 50% of his business time to the performance of his duties for the Company.

 

In connection with the Offer Letter, the Company issued to Mr. Emerson 600,000 restricted shares of its common stock under its 2014 Long-Term Incentive Plan, with all of such shares to vest on the six (6) month anniversary of the date of grant.

 

Mr. Emerson has served as the Chief Executive Officer and President of Symplmed Pharmaceuticals since he founded that company in 2013. During his time at Symplmed Pharmaceuticals, Mr. Emerson led that company to the submission, approval and commercial launch of Prestalia, and to the eventual sale of such assets to Marina Biotech in June 2017. He also spearheaded the development and launch of Symplmed’s DyrctAxess technology, a patented software designed to manage prescription fulfillment and patient monitoring. DyrctAxess has demonstrated a significant impact on patient conversion to treatment, long-term compliance and overall patient retention. Prior to founding Symplmed, Mr. Emerson served as the head of Commercial Development at XOMA from 2010 to 2013, and as Director of Marketing at Gilead Sciences from 2007 to 2010. Mr. Emerson began his career at King Pharmaceuticals in sales, sales training and marketing. Mr. Emerson graduated from the University of Oregon with a Bachelor of Arts in Political Science with a specialization in Administration and Organization.

 

In connection with the Offer Letter, Mr. Emerson agreed: (i) to a non-solicitation covenant regarding the employees, independent contractors, customers, vendors and clients of the Company; and (ii) not to provide services to certain clients, customers or business partners (and prospective clients, customers and business partners) of the Company, in each case, during such time as Mr. Emerson is employed by the Company and for a period of twelve (12) months immediately thereafter.

 

The Company entered into the Offer Letter in connection with, and as a condition to the closing of the transactions contemplated by, that certain Asset Purchase Agreement dated as of June 5, 2017 by and between the Company and Symplmed Pharmaceuticals LLC. Other than as described herein, there is no arrangement or understanding between Mr. Emerson and any other person pursuant to which he was selected as an executive officer.

 

There are no family relationships between Mr. Emerson and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The foregoing description of the Offer Letter and the Amendment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter and the Amendment Letter, a copy of each of which is filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

 
 

 

The Company also issued a press release in connection with the appointment of Mr. Emerson as the Company’s Chief Commercial Officer, a copy of which press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
     
10.1*   Employment Offer Letter dated June 5, 2017 between Marina Biotech, Inc. and Erik Emerson.
     
10.2*   Amendment to Employment Offer Letter between Marina Biotech, Inc. and Erik Emerson.
     
99.1   Press release of Marina Biotech, Inc. dated June 26, 2017.

 

 

* Indicates management contract or compensatory plan or arrangement.

 

 
 

 

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.
     
June 28, 2017 By: /s/ Joseph W. Ramelli
  Name:  Joseph W. Ramelli
  Title: Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
10.1*   Employment Offer Letter dated June 5, 2017 between Marina Biotech, Inc. and Erik Emerson.
     
10.2*   Amendment to Employment Offer Letter between Marina Biotech, Inc. and Erik Emerson.
     
99.1   Press release of Marina Biotech, Inc. dated June 26, 2017.

 

 

* Indicates management contract or compensatory plan or arrangement.

 

 
 

 

MARINA BIOTECH, INC.

17870 Castleton Street, Suite 250

City of Industry, CA 91748

 

June 5, 2017

 

Erik Emerson

19366 Green Lakes Lp

Bend, OR 97702

 

Dear Mr. Emerson:

 

We are very pleased that you have decided to accept employment with Marina Biotech, Inc., a Delaware corporation (the “ Company ”), effective upon the Effective Date (as defined below), and are writing to confirm the terms of your employment.

 

Title/Duties: You shall be employed as the Chief Commercial Officer of the Company and shall report to the Chief Executive Officer of the Company (the “ CEO ”). As Chief Operating Officer, you shall have the powers, responsibilities and authorities assigned to you by the CEO from time to time. You will devote such time and efforts as is reasonably necessary to the performance of your duties for the Company, which is anticipated to represent approximately 50% of your business time. Other than as expressly approved by the Company any services that you provide to others while employed by the Company shall not: (i) violate any restrictive covenants by which you are bound, including, but not limited to, your obligations as set forth in the Restrictive Covenant Agreement (as defined below) or (ii) otherwise interfere with your duties to the Company.
   
Start Date: Your employment with the Company as Chief Commercial Officer (and your rights and obligations hereunder, other than as specifically set forth herein) will commence effective upon the closing of a single capital raising transaction by the Company involving the issuance by the Company of its equity (or equity-linked) securities yielding aggregate gross proceeds to the Company of not less than $5,000,000; provided, that the closing of such financing transaction occurs on or prior to December 31, 2017.

 

     
 

 

Base Salary: Base salary of $150,000 per year (“ Base Salary ”), payable in accordance with the Company’s payroll practices, for the period of time in which the allocation of your time remains at the 50% threshold.
   
Discretionary Bonus: You will be entitled to receive a discretionary bonus as determined by the Board of Directors of the Company (the “ Board ”) in an amount up to 40% of your Base Salary, with the payment of such bonus to be based on the achievement of such corporate milestones / sales milestones / sales & marketing team milestones as shall be determined by the Board following good faith consultation with you.
   
Restricted Stock Grant: The Company shall issue to you, in connection with your execution and delivery of this letter (and thus prior to and not contingent upon the Effective Date), 600,000 restricted shares of the common stock of the Company under the Company’s 2014 Long-Term Incentive Plan, with all of such shares to vest on the six (6) month anniversary of the date of this letter (provided that you and Symplmed have performed the obligations and satisfied the covenants applicable to you to the reasonable satisfaction of the Company pursuant to that certain Asset Purchase Agreement dated as of June 5, 2017 by and between the Company and Symplmed). The grant of such restricted shares of common stock shall be further evidenced by a separate grant agreement to be entered into between you and the Company. You hereby agree that you shall not sell more than 100,000 shares of the common stock granted to you pursuant to this letter during any calendar month.
   
Employee Benefits: You shall be eligible to participate in all Company employee benefit plans and programs which the Company generally makes available to employees, subject to the terms of such plans and programs. However, nothing herein requires the Company to offer or maintain any benefit plan, program or practice, and the Company may modify, amend or terminate such plans, programs and practices at any time in its sole discretion.

 

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Paid Time Off: You shall be entitled to fifteen (15) business days of paid vacation in each calendar year, subject to the policies and procedures of the Company concerning vacation and sick time.
   
Termination: Your employment will be that of an at-will employee which means that either the Company or you can end the employment relationship at any time for any reason or for no reason, with or without notice, or with or without Cause (defined below). In the event that your employment with the Company terminates for any reason, you shall not be entitled to any severance amounts of any kind or other post termination payments, except as required by law (if any).
   
Return of Company Property: You agree that, upon the termination of your employment with the Company for any reason, or upon any request by the Company at any time, you will immediately deliver to the Company (and will not keep in your possession, recreate or deliver to anyone else) any and all software, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any of the aforementioned items which you developed or which are connected in any way with your employment with the Company, or which otherwise belong to the Company, its successors or assigns.
   
Non-Solicitation/Confidentiality Agreement/Policies As a condition of your employment, you hereby agree to execute and to be subject to the covenants and other provisions of the Company’s standard confidentiality, restrictive covenant and intellectual property agreement (the “ Restrictive Covenant Agreement ”), attached hereto as Schedule A and incorporated herein by reference. You also agree that you will comply with all Company policies and procedures.

 

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This letter and your employment will be governed by the law of the State of California. This letter may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The Company may withhold from any payments any amounts required to be withheld by law. If any provision of this letter shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. The Company shall determine “ Cause ” in its sole discretion, which shall include, but not be limited to, your failure to execute the Restrictive Covenant Agreement or your failure to comply with the Company’s policies and the Restrictive Covenant Agreement. Each party shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this letter. The respective rights and obligations of the parties hereunder shall survive any termination of your employment with the Company to the extent necessary to the intended preservation of such rights and obligations. This letter contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and you with respect to the subject matter hereof.

 

This letter is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), and the parties hereby agree to amend this letter as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this letter fails to comply with the provisions of Section 409A, the remaining provisions of this letter shall remain in effect, and this letter shall be administered and applied as if the non-complying provisions were not part of this letter. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this letter to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this letter. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or damages for failing to comply with Section 409A. A termination of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this letter providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this letter, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of your “separation from service” you are a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of your “separation from service”. Each payment made under this letter shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this letter shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pay such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this letter shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year.

 

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Please indicate your acceptance of the terms and conditions of this letter by signing in the space indicated below and returning one copy of this letter to me.

 

We look forward to working with you.

 

  Sincerely,
          
  By: /s/ Vuong Trieu
  Name:  Vuong Trieu
  Title: Chairman

 

Accepted and Agreed:  
     
By: /s/ Erik Emerson  
Name:  Erik Emerson  

 

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SCHEDULE A

 

RESTRICTIVE COVENANT AGREEMENT

 

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CONFIDENTIALITY, RESTRICTIVE COVENANT

AND INTELLECTUAL PROPERTY AGREEMENT

 

As a condition of my employment and/or continued employment with Marina Biotech, Inc., its subsidiaries, affiliates, successors or assigns (collectively, the “ Company ”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I, Erik Emerson, agree to the following (the “ Agreement ”):

 

1. Confidential Information . I agree that I have had, or will have, access to the Company’s Confidential Information, as defined herein, that such Confidential Information is valuable to the Company, and that the unauthorized release of that information would cause serious damage to the Company. I therefore agree to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Company, any Confidential Information of the Company. I understand that “ Confidential Information ” means any of the Company’s proprietary information, technical data, trade secrets or know-how, including but not limited to, sketches and drawings, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, engineering, marketing, finances, business plans, or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation, including any confidential information relating to the business and assets that were acquired by the Company from Symplmed Pharmaceuticals LLC pursuant to that certain Asset Purchase Agreement between the Company and Symplmed Pharmaceuticals LLC dated on or about the date of this Agreement. In the event that I am required by law to disclose any Confidential Information, I will give the Company prompt advance written notice thereof and will assist the Company in obtaining an order to protect the Confidential Information from public disclosure.

 

2. Inventions

 

(a) Inventions Retained and Licensed . I have attached hereto, as Exhibit A , a list describing all inventions, designs, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “ Prior Inventions ”), which belong to me, which relate to the Company’s business, products or product development, and which are not assigned to the Company hereunder. If there are no such Prior Inventions indicated on Exhibit A , I represent that there are no such Prior Inventions. If in the course of providing services to the Company, I incorporate into a Company product, process or design a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or design.

 

     
 

 

(b) Assignment of Inventions . I acknowledge that during my employment with the Company and/or during such time as I am providing services to the Company as a consultant, contractor, or in any capacity (both my employment and/or my provision of services are referred to collectively herein as “employment” or being “employed”), I may be expected to undertake creative work, either alone or jointly with others, which may lead to inventions, original works of authorship, developments, concepts, improvements, trade secrets or other intellectual property rights, whether or not patentable or registrable under copyright or similar laws (“ Inventions ”). I hereby agree that all Inventions created while employed by the Company (whether or not on the Company’s premises or using the Company’s equipment and materials or during regular business hours), and in connection with my employment by the Company, shall be a work-for-hire and shall be the sole and exclusive property of the Company, and I hereby assign to the Company all of my right, title and interest in and to any and all such Inventions. In addition, any Inventions created after the termination of my employment with the Company which are based upon or derived from Confidential Information shall be the sole and exclusive property of the Company, and I hereby assign to the Company all of my right, title and interest in and to any and all such Inventions.

 

(c) Patent and Copyright Registrations . I agree to assist the Company, or its designee, in every way, to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement.

 

(d) Application . I agree that the provisions of this Section 2 shall apply with respect to any and all Inventions, whether created during my employment with the Company or any predecessor entity, or during any pre-organization period that directly apply to the Company’s business as of the date of creation. I acknowledge that the Company and its future investors shall rely on this representation.

 

3. Returning Company Documents. I agree that, at the time I cease performing services for the Company, I will immediately deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all software, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, including all Confidential Information, or reproductions of any aforementioned items developed by me in connection with my employment with the Company or otherwise belonging to the Company, its successors or assigns.

 

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4. Non-Solicitation/Non-Service

 

(a) Non-Solicit . To the extent permitted by law, I agree that while I am employed by the Company and for a period of twelve (12) months immediately following the termination of my employment from the Company for any reason, I shall not either directly or indirectly:

 

(i) hire, solicit, induce, recruit or encourage any of the Company’s employees or independent contractors to leave their employment or end their relationship with the Company, or take away such employees or independent contractors, or attempt to solicit, induce, recruit, encourage or take away employees and independent contractors of the Company, either for myself or for any other person or entity; or

 

(ii) solicit, induce, or attempt to solicit or induce any customer, vendor or client of the Company to terminate his, her or its relationship with the Company or to encourage said customer, vendor or client to use my services or those provided by an entity with which I am employed or affiliated to the detriment of the Company.

 

(b) Non-Service . To the extent permitted by law, I agree that while I am employed by the Company and for a period of twelve (12) months immediately following the termination of my employment from the Company for any reason, I shall not, directly or indirectly, on my own behalf or on behalf of any person, firm, company or entity (whether as principal, agent, independent contractor, partner or otherwise or by any other means) own, manage, operate, control, participate in, perform services for (whether as an employee, consultant or otherwise), invest in, own an interest in, or otherwise establish or carry on any business or division or line of any business in the United States which engages in a business substantially similar to or competitive with the business of the Company at such time.

 

(c) Reasonableness/Judicial Reformation . I agree that the restrictive covenants in this section are reasonable under the circumstances, and I further agree that if, in the opinion of any court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of the covenants as so amended.

 

5. Non-Disparagement . I agree that I will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is likely to have the effect of undermining or disparaging the reputation of the Company, or its good will, products, or business opportunities, or that is likely to have the effect of undermining or disparaging the reputation of any officer, director, agent, representative, shareholder or employee, past or present, of the Company.

 

6. Equitable Relief & Remedies . I agree that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth herein. Accordingly, I agree that if I breach any of the covenants contained herein, the Company will have available, in addition to any other right or remedy available, the right to cease making any payments otherwise due to me (to the extent permitted by law) and the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I agree that the time periods of the restrictive covenants contained herein shall be extended by any and all periods during which I am in breach of such restrictive covenants.

 

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7. General Provisions

 

(a) Severability . I agree that if one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties’ intent. Without limiting the generality of the foregoing, the parties hereby expressly state their intent that, to the extent any provision of this Agreement is unenforceable due to the scope (temporal, geographic or otherwise) being too broad, the court or arbitrator properly adjudicating any dispute with respect thereto shall modify such provision to the minimum extent necessary to cause such provision to be enforceable.

 

(b) Successors and Assigns . This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. I acknowledge and agree that I cannot assign or transfer this Agreement nor any rights hereunder without the express written consent of the Company, in its absolute discretion. The Company, however, shall have the right to assign this Agreement and/or any of its rights or obligations set forth herein.

 

(c) Survival . I agree that notwithstanding anything in this Agreement to the contrary, the provisions of this Agreement shall survive any termination of my employment with the Company and/or termination of this Agreement, and shall remain in full force and effect indefinitely.

 

(d) Governing Law . This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law.

 

(e) Amendment . This Agreement may only be amended by written agreement of the parties hereto.

 

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  Marina Biotech, Inc.
     
  By: /s/ Vuong Trieu
  Name:  Vuong Trieu
  Title: Chairman
  Date: June 5, 2017  
     
  By: /s/ Erik Emerson
  Name:  Erik Emerson
  Date: June 5, 2017

 

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EXHIBIT A

 

LIST OF PRIOR INVENTIONS

 

AND ORIGINAL WORKS OF AUTHORSHIP

 

Title   Date   Identifying Number
or Brief Description
         
         
         

 

___ No inventions or improvements

 

___ Additional Sheets Attached

 

Signature:

 

Print Name: Erik Emerson

 

Date: June __, 2017

 

     
 

 

MARINA BIOTECH, INC.

17870 Castleton Street, Suite 250

City of Industry, California 91748

 

June 22, 2017

 

Erik Emerson

19366 Green Lakes Lp

Bend, OR 97702

 

RE: Marina/Emerson Employment Offer Letter

 

Dear Mr. Emerson:

 

Reference is hereby made to that certain employment offer letter (the “ Offer Letter ”) dated June 5, 2017 by and between Marina Biotech, Inc., a Delaware corporation (the “ Company ”), and Erik Emerson (“ Emerson ” or “ you ”), pursuant to which the Company offered to hire Emerson as its Chief Commercial Officer, and Emerson agreed to accept such appointment, upon the terms and conditions of the Offer Letter, with such employment to commence effective upon the closing of a single capital raising transaction by the Company involving the issuance by the Company of its equity (or equity-linked) securities yielding aggregate gross proceeds to the Company of not less than $5,000,000; provided , that the closing of such financing transaction occurs on or prior to December 31, 2017 (such financing transaction, occurring on or prior to December 31, 2017, a “ Qualified Financing ”).

 

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Offer Letter.

 

By executing below, you and the Company hereby agree to amend the Offer Letter so that the term of your employment as Chief Commercial Officer of the Company shall commence and become effective upon the execution of this letter agreement by both parties hereto; provided , however , that you and the Company hereby acknowledge and agree that the Company’s obligations to pay to you any portion of the Base Salary or discretionary bonus set forth in the Offer Letter, or to provide any other employee benefits to you, shall not commence unless and until the closing of a Qualified Financing (and that: (x) if the closing of a Qualified Financing occurs, the Company shall only be obligated to make such payments and to provide such benefits to you with respect to the period following the closing of the Qualified Financing (and not with respect to the period prior to the closing of the Qualified Financing); and (y) if a Qualified Financing does not occur, the Company shall not be obligated to make such payments or to provide such benefits to you with respect to any period at all).

 

Except as expressly set forth herein, all of the other terms, conditions, covenants and provisions contained in the Offer Letter are, and shall continue to be, in full force and effect.

 

     
 

 

This letter agreement and its enforcement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to conflicts-of-law principles.

 

This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, admissible into evidence, and all of which together shall be deemed to be a single instrument. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

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Please acknowledge your agreement with the foregoing by signing in the space provided below.

  

MARINA BIOTECH, INC.
     
  By: /s/ Vuong Trieu
  Name:  Vuong Trieu
  Title: Chairman

 

AGREED AND ACCEPTED:  
   
/s/ Erik Emerson  
Erik Emerson  

 

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Marina Biotech Appoints Chief Commercial Officer

to Lead Sales and Marketing of Prestalia®

 

Company to narrow its business focus to pain and hypertension; Company plans to sell or divest the oligonucleotide therapeutic assets.

 

CITY OF INDUSTRY, CA – Jun 26, 2017 – Marina Biotech, Inc. (OTCQB: MRNA), a biopharmaceutical company focused on the development and commercialization of innovative therapeutics for hypertension, arthritis, pain and oncology, announced today that Erik Emerson will join the company in the newly created role of Chief Commercial Officer, effective immediately.

 

Mr. Emerson most recently served as the President and Chief Executive Officer of Symplmed Pharmaceuticals, which he had founded in 2013. He had led Symplmed to the submission, approval and commercial launch of Prestalia®, and to the eventual sale of such assets to Marina Biotech in June 2017. He also spearheaded the development and launch of Symplmed’s DyrctAxess technology, a patented software designed to manage prescription fulfillment and patient monitoring. DyrctAxess has demonstrated a significant impact on patient conversion to treatment, long-term compliance and overall patient retention. Prior to founding Symplmed, Mr. Emerson served as the head of Commercial Development at XOMA from 2010 to 2013; and as Director of Marketing at Gilead Sciences from 2007 to 2010. He began his career at King Pharmaceuticals in sales, sales training and marketing. Mr. Emerson graduated from the University of Oregon with a Bachelor of Arts in Political Science with a specialization in Administration and Organization.

 

“We are thrilled to have Erik join the Marina Biotech team to establish a sales and marketing capability for Prestalia. In addition, he will play a key role in developing the commercial strategies for our other therapies if they receive regulatory approvals,” stated Joseph Ramelli, CEO of Marina Biotech. “Our recent acquisition of the FDA approved therapy Prestalia represents a large and attractive market opportunity for Marina, which made finding the right Chief Commercial Officer essential. I am confident that Erik is that person.”

 

Mr. Emerson stated, “The opportunity to work with the leadership at Marina on a new vision for growing sales of Prestalia is exciting, as it is a rare chance to grow the market for a tremendous new product such as this. I am equally excited to be contributing to the transition of Marina into a strong and growing commercial organization. There are several promising therapies in our clinical pipeline that, if they are approved by the FDA, we could bring to market using the sales and marketing platforms being developed for Prestalia.”

 

Dr. Trieu, Marina Chairman, stated, “Currently available branded combinations of perindopril and amlodipine, including Prestalia, have worldwide sales of approximately $307 million according to IMS data. Therefore Prestalia will serve as a strong anchor around which we can build a new Marina. In our effort to focus and revitalize our company as well as increase shareholder value we intend to explore appropriate opportunities to divest our oligotherapeutics assets through either a spin off to our shareholders or the sale of, or the grant of licenses to, our assets related to these technologies.”

 

     
 

 

As a result of the commercial sales opportunities now available to Marina following the acquisition of Prestalia, the company’s management team has decided to narrow the focus of its business to commercialization of Prestalia and development of a next generation celecoxib as a substitute for opioids as well as an anticancer agent. This focus will allow the company to reduce its near-term capital requirements. This is reflected by the company website which recently has been relaunched at www.marinabio.com .

 

Mr. Ramelli continued, “Upon completing a review of our business objectives, we decided to focus our attention and resources on the programs and activities that will deliver the greatest value to stockholders in the shortest period of time.”

 

About Prestalia®

 

Prestalia contains perindopril arginine, an ACE inhibitor, and amlodipine, a dihydropyridine calcium channel blocker, and is indicated for the treatment of hypertension to lower blood pressure. Prestalia may be used in patients whose blood pressure is not adequately controlled on monotherapy. Prestalia may be used as initial therapy in patients likely to need multiple drugs to achieve blood pressure goals. Lowering blood pressure reduces the risk of fatal and nonfatal cardiovascular events, primarily strokes and myocardial infarctions. These benefits have been seen in controlled trials of antihypertensive drugs from a wide variety of pharmacologic classes, including amlodipine and the ACE inhibitor class to which perindopril principally belongs.

 

About Marina Biotech

 

Marina Biotech’s a biopharmaceutical company focused on the development and commercialization of innovative therapeutics for hypertension, arthritis, pain and oncology. The company is developing and commercializing late stage, non-addictive pain therapeutics. The company’s ‘next-generation of celecoxib,’ including IT-102 and IT-103, are designed to control the dangerous side-effect of edema that prohibits the drug from being prescribed at higher doses. These have the potential of replacing opioids and combatting the opioid epidemic. The company commercial product Prestalia is approved by US FDA for the treatment of hypertension and being commercialized through the DyrctAxess platform. Additional information about Marina Biotech is available at http://www.marinabio.com.

 

     
 

 

Forward-Looking Statements

 

Statements made in this news release may be forward-looking statements within the meaning of Federal Securities laws that are subject to certain risks and uncertainties and involve factors that may cause actual results to differ materially from those projected or suggested. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: (i) the ability of Marina Biotech to successfully integrate its business operations with those of IthenaPharma; (ii) the ability of Marina Biotech to obtain funding to support its clinical development; (iii) the ability of Marina Biotech to attract and/or maintain manufacturing, research, development and commercialization partners; (iv) the ability of Marina Biotech and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (v) the ability of Marina Biotech and/or a partner to obtain required governmental approvals; and (vi) the ability of Marina Biotech and/or a partner to develop and commercialize products prior to, and that can compete favorably with those of, competitors. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in Marina Biotech’s most recent filings with the Securities and Exchange Commission. Marina Biotech assumes no obligation to update or supplement forward-looking statements because of subsequent events.

 

PR Contact

 

Falguni Trieu

Email: ftrieu@marinabio.com