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): |
August 1, 2017
|
Marina
Biotech, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-13789 | 11-2658569 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer 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)) |
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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 1, 2017, Marina Biotech, Inc. (the “Company”) filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a one-for-ten reverse split of the Company’s issued and outstanding shares of common stock, par value $0.006 per share. The common stock will commence trading on the OTCQB tier of the OTC Markets on a split-adjusted basis as of the opening of trading on Thursday, August 3, 2017. The common stock will continue to trade under the ticker symbol “MRNA”, although the letter “D” will be temporarily appended to the ticker symbol for twenty trading days following the reverse split. The Company’s stockholders, at the 2017 Annual Meeting of Stockholders, had previously authorized the Company’s Board of Directors to effect a reverse stock split within a range of ratios, including one-for-ten, at any time within two (2) years following such Annual Meeting, to be determined by the Board, to be in the best interest of the Company.
Following the reverse split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split. Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment will be adjusted accordingly. These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments.
There will be no change to the authorized shares of common stock of the Company as a result of the reverse stock split. No fractional share shall be issued in connection with the reverse split; any fraction of a share of common stock that would otherwise have resulted from the reverse stock split shall be rounded up to the nearest whole share of common stock.
The Company’s transfer agent is American Stock Transfer & Trust Company, LLC. The new CUSIP number for the post-reverse common stock will be 56804Q 300.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference in its entirety.
Item 8.01 Other Events.
On August 2, 2017, the Company issued a press release announcing that it had filed the Certificate of Amendment to effect the reverse split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press release of Marina Biotech, Inc. dated August 2, 2017. |
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. | ||
| August 2, 2017 | By: | /s/ Joseph W. Ramelli |
| Name: | Joseph W. Ramelli | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press release of Marina Biotech, Inc. dated August 2, 2017. |
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
MARINA BIOTECH, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, a duly authorized officer of Marina Biotech, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify in accordance with the provisions of the DGCL as follows:
1. The name of the Corporation is Marina Biotech, Inc. The Corporation was originally incorporated under the name Nastech Pharmaceutical Company Inc. The original Certificate of Incorporation of the Corporation (the “ Original Certificate ”) was filed with the Secretary of State of the State of Delaware on September 23, 1983, and the Original Certificate was amended and restated in its entirety by the filing of a Restated Certificate of Incorporation of the Corporation (the “ Restated Certificate ”) with the Secretary of State of the State of Delaware on July 20, 2005.
2. This Certificate of Amendment amends the provisions of the Restated Certificate as set forth herein, and was adopted by the Corporation’s Board of Directors and authorized by a majority of the holders of the outstanding shares of common stock entitled to vote thereon at an annual meeting of stockholders pursuant to Section 242 of the DGCL.
3. Article FOURTH of the Restated Certificate is hereby amended to include the following additional paragraph (g) at the end of Article FOURTH:
“(g) Effective at 9:00 a.m. EDT on August 2, 2017 (the “ Effective Time ”), every ten (10) shares of Common Stock of the Corporation issued and outstanding will be exchanged and combined, automatically, without further action, into one (1) share of the Common Stock of the Corporation. At the Effective Time, there shall be no change in the number of authorized shares of Common Stock, including the number authorized for each class of shares, which the Corporation shall have the authority to issue. Any fraction of a share of Common Stock that would otherwise have resulted from the foregoing combination shall be rounded up to the nearest whole share of Common Stock.”
4. This Certificate of Amendment shall be effective at 9:00 a.m. EDT on August 2, 2017.
IN WITNESS WHEREOF, the undersigned, being the Executive Chairman of the Corporation, does hereby execute this Certificate of Amendment as of July 31, 2017.
| /s/ Vuong Trieu | ||
| Name: | Vuong Trieu | |
| Title: | Executive Chairman | |
| 1 |
Marina Biotech Announces 1-for-10 Reverse Stock Split in Preparation for Proposed Up-Listing of its Common Stock to the NASDAQ Capital Market
GlobeNewswire • August 02, 2017
CITY OF INDUSTRY, Calif., Aug. 02, 2017 (GLOBE NEWSWIRE) — Marina Biotech, Inc. (MRNA) a biopharmaceutical company focused on the development and commercialization of innovative therapeutics for disease intersections of arthritis, hypertension, and cancer, today announced a 1-for-10 reverse split of its common shares. The reverse split will be effective on the opening of trading on Thursday, August 3, 2017. The Company’s stock will trade on a post-split basis under the ticker symbol “MRNAD” for 20 business days and then revert back to “MRNA” thereafter.
Joseph W. Ramelli, CEO of Marina Biotech, commented, “This is a critically important step in our corporate development and capital markets strategy. We are pleased with the endorsement of our stockholders and the Board to execute a reverse stock split. The reverse stock split will help us satisfy certain requirements, as part of our future plan to seek a listing on the NASDAQ Capital Market. In doing so, we believe that our shareholders will benefit from the improved liquidity and visibility of our stock with a broader range of institutional investors.”
When the reverse stock split becomes effective, every 10 shares of issued and outstanding MRNA common stock will be combined into 1 issued and outstanding share of common stock with no changes to the par value of the shares. The reverse split will reduce the number of MRNA’s outstanding common stock from approximately 98.4 million shares to approximately 9.8 million shares. All fractional shares will be rounded up to the nearest whole share. In addition, the Company’s outstanding options and warrants will be consolidated in the same ratio as the common stock and the exercise price amended in inverse proportion to that ratio.
About Marina Biotech, Inc.
Marina Biotech’s focus is to treat the intersection of arthritis, pain, hypertension, and oncology diseases using combination therapies of already approved drugs. Marina’s first FDA approved drug, 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. 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. Additionally we are developing therapeutic microbiome using the only orally bioavailable siRNAs platform against FAP and IBD. Additional information about Marina Biotech is available at http://www.marinabio.com.
Marina Biotech 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.
Contact:
PR Contact:
Falguni Trieu
Email: ftrieu@marinabio.com
Investor Contact:
KCSA Strategic Communications
Valter Pinto, Senior Vice President
PH: (212) 896-1254
Email: Valter@KCSA.com