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):   October 4, 2018

 

Adhera Therapeutics, 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.)

 

4721 Emperor Boulevard, Suite 350
Durham, North Carolina 		  27703
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   919-578-5901

 

Marina Biotech, Inc.

17870 Castleton Street, Suite 250 City of Industry, CA 91748

 

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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 4, 2018, Marina Biotech, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to change the Company’s name from “Marina Biotech, Inc.” to “Adhera Therapeutics, Inc.” The change of the Company’s name is effective October 9, 2018.

 

Following the change of the Company’s name from Marina Biotech, Inc. to Adhera Therapeutics, Inc., the common stock, par value $0.006 per share, of the Company began trading on the OTCQB tier of the OTC Markets under the symbol “ATRX”.

 

The new CUSIP number for the common stock following the change of the Company’s name is 00687E 109.

 

A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto.

 

Item 8.01. Other Matters.

 

Address Change

 

On September 10, 2018, the Company entered into a Standard Form Office Lease with ROC III Fairlead Imperial Center, LLC, with respect to office space located at 4721 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, for a three year term. Starting on October 1, 2018, the Company’s executive offices have been located at such address. The Company no longer maintains an address at 17870 Castleton Street, Suite 250, City of Industry, California 91748, as the Master Services Agreement dated as of November 15, 2016 by and between the Company and Autotelic Inc. is being terminated effective October 31, 2018.

 

Press Release

 

On October 9, 2018, the Company issued a press release regarding the matters described in Item 5.03 above. The press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
     
3.1   Certificate of Amendment of the Restated Certificate of Incorporation of Adhera Therapeutics, Inc.
     
99.1   Press release of Adhera Therapeutics, Inc. dated October 9, 2018.

 

 

 

 
 

 

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.

 

  ADHERA THERAPEUTICS, INC.
     
October 9, 2018 By: /s/ Robert C. Moscato, Jr.
  Name: Robert C. Moscato, Jr.
  Title: Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
3.1   Certificate of Amendment of the Restated Certificate of Incorporation of Adhera Therapeutics, Inc.
     
99.1   Press release of Adhera Therapeutics, Inc. dated October 9, 2018.

 

 

 

 
 

 

 

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 in accordance with Section 242 of the DGCL.

 

3. Article FIRST of the Restated Certificate is hereby deleted and replaced in its entirety to read as follows:

 

“FIRST: The name of the Corporation is Adhera Therapeutics, Inc.”

 

4. This Certificate of Amendment shall be effective at 12:01 a.m. EDT on October 9, 2018.

 

IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of the Corporation, does hereby execute this Certificate of Amendment as of October 4, 2018.

 

  /s/ Robert C. Moscato, Jr.
  Name: Robert C. Moscato, Jr.
  Title: Chief Executive Officer

 

     
 

 

Marina Biotech Announces Name Change to Adhera Therapeutics to More Closely Reflect the Mission of Improving Patient Outcomes

 

Research Triangle Park, NC, October 9, 2018 -- Marina Biotech, Inc. (OTCQB: MRNA)), a commercial stage pharmaceutical company focused on the development and commercialization of innovative therapeutics for hypertension, arthritis and pain, today announced that it has changed its name to Adhera Therapeutics, Inc. and that it will begin using the ticker ATRX, in each case effective October 9, 2018. This new name reflects the company’s mission to develop and commercialize unique pharmaceutical therapies and leverage technology to improve patient outcomes.

 

“Many treatment regimens fail or have limited impact because of a lack of patient adherence which hinders the benefits of the intended treatment. We are committed to developing resources that assist patients in adhering to their prescribed treatment regimen,” said Robert C. Moscato, Jr., Chief Executive Officer of Adhera Therapeutics. “Our innovative approach is centered on simplifying the delivery of medicines and enhancing the dialogue between patients and providers.”

 

“We are modernizing how medicine is delivered. While treatments have improved relative to effectiveness, the hurdles through which patients go just to take their medicine and adhere to the physician’s intended daily treatment is often complex,” said Erik Emerson, Chief Commercial Officer. “We are going to provide effective treatment regimens in a way that is easier for patients to integrate into their lives. Improved adherence will ensure more fully effective treatments thereby improving patient’s lives.”

 

About Adhera Therapeutics

 

Adhera Therapeutics, Inc. is a specialty pharmaceutical company leveraging technology to commercialize unique therapies and improve patient outcomes.  The company is initially focused on commercializing PRESTALIA ® (perindopril arginine and amlodipine besylate) through DyrctAxess, a patient-centric treatment approach.  Our PRESTALIA product is approved by the US FDA for the treatment of hypertension to lower blood pressure.  Adhera is dedicated to identifying additional assets to expand our commercial presence.  Additional information can be found at http://www.adheratherapeutics.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 Adhera Therapeutics to obtain funding to support its commercialization and clinical development activities; (ii) the ability of Adhera Therapeutics to attract and/or maintain manufacturing, research, development and commercialization partners; (iii) the ability of Adhera Therapeutics and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (iv) the ability of Adhera Therapeutics and/or a partner to obtain required governmental approvals; and (v) the ability of Adhera Therapeutics 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 our most recent filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 that was filed on April 17, 2018. Adhera Therapeutics assumes no obligation to update or supplement forward-looking statements because of subsequent events.

 

PR and Investor Contact:

 

Eric Teague, Chief Financial Officer

Email: eteague@marinabio.com