Current Report Filing (8-k)
July 25 2017 - 1:51PM
Edgar (US Regulatory)
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):
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July
21, 2017
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Marina
Biotech, Inc
.
(Exact
name of registrant as specified in its charter)
Delaware
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000-13789
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11-2658569
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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17870
Castleton Street, Suite 250
City
of Industry, CA
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91748
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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626-964-5788
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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)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) )
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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
July 21, 2017, Marina Biotech, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase
Agreement”) with Symplmed Pharmaceuticals LLC (“Symplmed Pharma”) and its wholly-owned subsidiary Symplmed Technologies,
LLC (“Symplmed Tech”, and together with Symplmed Pharma, each as “Seller” and together the “Sellers”)
pursuant to which the Company purchased from the Sellers, for an aggregate purchase price of $75,000 in cash, certain specified
assets of the Sellers relating to the Sellers’ patented technology platform known as DyrctAxess that offers enhanced efficiency,
control and information to empower patients, physicians and manufacturers to help achieve optimal care. The parties entered into
the Purchase Agreement in furtherance of the obligations of Symplmed Pharma pursuant to that certain Asset Purchase Agreement
dated as of June 5, 2017 between the Company and Symplmed Pharma pursuant to which, among other things, the Company acquired the
assets of Symplmed Pharma relating to Symplmed Pharma’s business of developing, marketing, manufacturing, selling, promoting,
storing, supporting, transporting and commercializing a single-pill fixed dose combination of perindopril arginine and amlodipine
besylate known as Prestalia.
Erik
Emerson, the Chief Commercial Officer of the Company, is the President and Chief Executive Officer of Symplmed Pharma.
The
foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and
is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1
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 transactions contemplated by the Purchase Agreement, 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
2.01 Completion of Acquisition or Disposition of Assets.
On
July 21, 2017, the Company and Symplmed entered into, and consummated the transactions contemplated by, the Purchase Agreement.
The disclosures set forth in Item 1.01 of this current Report on Form 8-K are hereby incorporated by reference into this Item
2.01.
Item
8.01 Other Events.
On
July 21, 2017, the Company entered into a binding term sheet with a third party purchaser (the “Purchaser”) pursuant
to which the Purchaser will purchase from the Company the patents, know-how, agreements, records and certain other assets relating
to the Company’s DiLA
2
delivery system. The consideration to be paid by the Purchaser to the Company as a result
of the transaction contemplated by the term sheet shall consist of: (i) an initial payment of $300,000 to be paid upon the closing
of the asset sale; and (ii) an additional $1.2 million to be paid upon the first to occur of (x) a financing in which third party
investors purchase equity and/or debt securities of the Purchaser resulting in aggregate proceeds to the Purchaser of not less
than $15 million and (y) the twelve month anniversary of the closing.
The
closing of the transaction contemplated by the term sheet is subject to the negotiation, execution and delivery of a definitive
asset purchase agreement and the Purchaser’s determination that its due diligence has been completed and has been found
satisfactory, in the Purchaser’s sole discretion.
In
the term sheet, the Company agreed that it will negotiate exclusively with the Purchaser with respect to the sale of the DiLA
2
assets for a period of ninety (90) days from the date of the term sheet.
Pursuant
to the term sheet, at any time following the closing of the transaction and prior to the payment to the Company of the additional
$1.2 million payment, the Purchaser may elect to unwind the transaction by providing written notice to such effect to the Company.
Within thirty (30) days of the Purchaser’s issuance of such notice, Purchaser shall assign the DiLA
2
assets back
to the Company.
On
July 25, 2017 the Company issued a press release regarding the term sheet, a copy of which is filed as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement dated as of July 21, 2017 by and among Marina Biotech, Inc., Symplmed Pharmaceuticals LLC and Symplmed
Technologies, LLC.
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99.1
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Press
release of Marina Biotech, Inc. dated July 24, 2017.
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99.2
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Press
release of Marina Biotech, Inc. dated July 25, 2017.
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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.
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Marina
Biotech, Inc
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July
25, 2017
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By:
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/s/
Joseph W. Ramelli
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Name:
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Joseph W. Ramelli
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Title:
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Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement dated as of July 21, 2017 by and among Marina Biotech, Inc., Symplmed Pharmaceuticals LLC and Symplmed
Technologies, LLC.
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99.1
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Press
release of Marina Biotech, Inc. dated July 24, 2017
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99.2
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Press
release of Marina Biotech, Inc. dated July 25, 2017
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