Current Report Filing (8-k)
January 16 2018 - 10:43AM
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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January
11, 2018
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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:
[ ]
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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
8.01 Other Events.
On
January 11, 2018, Marina Biotech, Inc. (the “Company”) entered into a binding agreement with Autotelic BIO (“ATB”)
pursuant to which, among other things, and subject to the satisfaction of certain conditions on or prior to January 15, 2019, the Company shall grant to ATB a perpetual exclusive right of development and marketing of the
Company’s IT-103 product candidate, which is a fixed dose combination of celecoxib and olmesartan medoxomil (the “Product”),
at the currently approved dose/approved indications only for celecoxib (100 mg, 200mg and 400mg) for combined hypertension and
arthritis only, with such right extending throughout the entire world (excluding the United States and Canada, and the territories
of such countries) (the “Territory”). The grant of the license would be memorialized in a definitive license agreement
to be entered into between the parties. The conditions to the grant of the license include, without limitation, that: (i) ATB
shall obtain funding in a certain specified amount (the “Fundraising”); or (ii) ATB shall obtain a co-development
and licensing deal with other third-party pharmaceutical companies with respect to the Product; or (iii) ATB shall obtain a government-sponsored
research and development project in the Republic of Korea.
The
agreement provides that, following the date on which the license is granted: (A) if ATB should sub-license the Product, ATB and
the Company would share all proceeds of such sub-license equally; and (B) if ATB markets the Product on its own, ATB would provide
the Company with a royalty equal to a percentage of net profits in the mid-single digits. The agreement also provides that ATB
will make a payment to the Company in the amount of $100,000 upon the successful completion of the Fundraising, and a payment
to the Company in the amount of $300,000 following the date on which the Company has provided certain specified technology and
assistance regarding the manufacturing and production of the Product. The Company will be entitled to the clinical trial data
and any enhancements and inventions developed by ATB during this process.
Autotelic
LLC, an entity that owns approximately 22% of the issued and outstanding shares of the common stock of the
Company and of which Dr. Trieu, the Company’s Executive Chairman, serves as Chief Executive Officer, owns
approximately 19% of the issued and outstanding shares of the common stock of ATB.
On
January 16, 2018, the Company issued a press release regarding the agreement described in this Item 8.01, which press release
is attached hereto as Exhibit 99.1 and 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.
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Marina
Biotech, Inc.
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January
16, 2018
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By:
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/s/
Vuong Trieu
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Name:
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Vuong
Trieu
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Title:
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Executive
Chairman
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EXHIBIT
INDEX