Item
1.01. Entry into a Material Definitive Agreement.
On
November 22, 2017, Marina Biotech, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase
Agreement”) with a trust affiliated with Mr. Isaac Blech (the “Purchaser”) pursuant to which the Company will
issue to the Purchaser a secured convertible promissory note in the aggregate principal amount of $500,000 (“Note”).
The Note will become due and payable on March 31, 2018. Interest shall be paid on a monthly basis in cash or in shares of the
common stock of the Company, at the option of the Company. 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.
The
Note is secured by the assets of the Company and certain of its wholly-owned subsidiaries pursuant to a Security Agreement
by the Company and such subsidiaries in favor of the Purchaser dated as of November 22, 2017 (the “Security Agreement”),
and an Intellectual Property Security Agreement by the Company and such subsidiaries in favor of the Purchaser dated as
of November 22, 2017 (the “IP Security Agreement”).
The
Security Agreement provides the Purchaser with a security interest in, but not limited to, all of the property, equipment and
fixtures, accounts, negotiable collateral, cash, and cash equivalents of the Company and certain of its wholly-owned subsidiaries,
subject to certain exceptions. The security interest created in the collateral will be first priority, subject to the permitted
encumbrances provided in the Security Agreement, and will be perfected to the extent such security interest can be perfected by
the filing of a financing statement and filings with the U.S. Patent and Trademark Office. The security interest created in the
collateral will be removed at such time as the Note is paid in full.
A
copy of each of the Purchase Agreement, the Security Agreement, the IP Security Agreement and the form of Note is attached
hereto as Exhibits 10.1, 10.2, 10.3 and 4.1, respectively, and is incorporated herein by reference.
The
foregoing summary of the transaction contemplated by the Purchase Agreement and the documents and instruments to be executed and/or
issued in connection therewith, does not purport to be complete and is qualified in its entirety by reference to the definitive
transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K.