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): December 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))
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 1.01. Entry into a Material Definitive Agreement.
On November 22, 2017, Marina Biotech, Inc. (the “Company”) entered into a Note Purchase Agreement with a trust affiliated with Mr. Isaac Blech (the “Purchaser”) pursuant to which the Company issued to the Purchaser a secured convertible promissory note in the aggregate principal amount of $500,000 (the “Note”). The Note will become due and payable on March 31, 2018. The unpaid principal amount of the Note, together with any interest accrued but unpaid thereon, shall, in general, automatically be converted into the securities of the Company to be issued and sold at the closing of any financing transaction involving the sale by the Company of its equity securities (or securities exercisable for or convertible into the equity securities of the Company) yielding aggregate gross proceeds to the Company of not less than $5,000,000 (a “Qualified Financing”).
The Note provided that interest on the unpaid principal amount of the Note shall accrue at a rate equal to eight percent (8%) per annum; provided, that if the Company does not consummate a Qualified Financing on or before December 15, 2017, then the interest rate shall increase to twenty percent (20%) per annum, with such increased interest rate increasing by an additional two percent (2%) every month thereafter until the Note is repaid in full (up to a maximum interest rate of thirty percent (30%)) (such additional interest, the “Penalty Interest”).
On December 22, 2017, the Company and the Purchaser executed an amendment to the Note (the “Note Amendment”) so that the Penalty Interest would not accrue unless and until the Company does not consummate a Qualified Financing on or before February 15, 2018. Other than such amendment, the Note shall remain unchanged.
The foregoing summary of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Note Amendment, which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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. | ||
| December 29, 2017 | By: | /s/ Vuong Trieu |
| Name: | Vuong Trieu | |
| Title: | Executive Chairman | |
EXHIBIT INDEX
MARINA BIOTECH, INC.
17870 Castleton Street, Suite 250
City of Industry, California 91748
December 22, 2017
River Charitable Remainder Unit Trust,
FBO Isaac Blech, July 20, 1987,
Isaac Blech Trustee
4 World Trade Center
150 Greenwich Street, 49 th Floor
New York, New York 10007
Dear Mr. Blech:
Reference is hereby made to that certain Convertible Promissory Note in the aggregate principal amount of $500,000 (the “ Note ”) issued by Marina Biotech, Inc., a Delaware corporation (the “ Company ”), to River Charitable Remainder Unit Trust, FBO Isaac Blech, July 20, 1987, Isaac Blech Trustee (“ Holder ”) on November 22, 2017 pursuant to that certain Note Purchase Agreement dated as of November 22, 2017 by and between the Company and Holder (the “ Purchase Agreement ”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement and/or the Note, as the context requires.
By executing below, Holder and the Company hereby agree to delete the first sentence of Section 2 of the Note in its entirety and to replace such first sentence of Section 2 of the Note in its entirety with the following:
“Interest on the unpaid principal amount shall accrue beginning on the issue date set forth above at a rate equal to eight percent (8%) per annum computed on the basis of the actual number of days elapsed and a year of 365 days from the date of this Note until the principal amount and all interest accrued thereon are paid or converted as provided in Section 3 hereof; provided , that if the Company does not consummate the Qualified Financing on or before February 15, 2018 (which deadline may be extended by fifteen (15) days upon mutual agreement between the Company and the placement agent with respect to the Qualified Financing), then the interest rate shall increase to twenty percent (20%) per annum, with such increased interest rate increasing by an additional two percent (2%) every month thereafter until this Note is repaid in full (up to a maximum interest rate of thirty percent (30%)).”
Except as expressly set forth herein, all of the other terms, conditions, covenants and provisions contained in the Purchase Agreement and the Note are, and shall continue to be, in full force and effect and are hereby ratified ad confirmed in all respects.
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This letter agreement and its enforcement shall be governed by, and construed in accordance with, the laws of the State of New York, 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.
[ remainder of page intentionally left blank; signature page follows ]
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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: | Executive Chairman | |
AGREED AND ACCEPTED:
River Charitable Remainder Unit Trust,
FBO Isaac Blech, July 20, 1987,
Isaac Blech Trustee
| By: | /s/ Isaac Blech | |
| Name: | Isaac Blech | |
| Title: | Trustee |
| 3 |