Marina Biotech, Inc. (OTCMKTS:MRNA) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

On February 6, 2017 and February 8, 2017, Marina Biotech, Inc.
(the Company) entered into two privately negotiated transactions
to which it committed to issue an aggregate of approximately 6.15
million shares of its common stock for an effective price per
share of $0.29. As a result of such transactions, the Company
will reduce the aggregate amount of its outstanding payables to
its service providers by approximately $1.78 million. The Company
issued the shares in reliance on the exemption from registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as
amended, as a transaction not involving any public offering.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Appointment of Chief Scientific Officer

On February 10, 2017, the Board of Directors of the Company (the
Board) approved the appointment of Larn Hwang, Ph.D. to serve as
the Chief Scientific Officer of the Company, effective February
13, 2017.

Dr. Hwang, age 54, has served as the Chief Executive Officer of
Oncotelic, Inc. since October 2015 and as the Chief Scientific
Officer of Autotelic Inc. since October 2013. Dr. Hwang is a
veteran in the drug development industry, with broad expertise in
drug discovery and biomarker development, as well as clinical and
regulatory operations. Dr. Hwang was a founder of IgDraSol, Inc.
(which merged with Sorrento Therapeutics in 2013, where she later
served as VP of Regulatory and Clinical Operations from September
2013 to May 2014) and served as its Chief Operating Officer from
April 2012 to August 2013, and she was a founder of Biomiga
Diagnostics and served as its Chief Operating Officer from 2011
to August 2013. Prior to that, she served as Head of Cell Biology
at Abraxis BioScience from November 2005 to June 2011 and as
Senior Principal Scientist at Celgene Corporation from February
2011 to June 2011. Dr. Hwang has also held positions with Johnson
Johnson and ABI. Dr. Hwang received a Ph.D. in Molecular
Microbiology from The University of Texas Southwestern Medical
Center at Dallas.

Autotelic Inc., of which entity Dr. Hwang serves as Chief
Scientific Officer, owns 5,255,354 shares of the common stock of
the Company (which it acquired to that certain Agreement and Plan
of Merger dated as of November 15, 2016 between and among the
Company, Ithena Acquisition Corporation, IthenaPharma Inc.
(Ithena) and Vuong Trieu, Ph.D., as the representative of the
former stockholders of Ithena (the Merger Agreement). On November
15, 2016, the Company and Autotelic Inc. entered into a Master
Services Agreement to which Autotelic Inc. agreed to provide
certain business functions and services from time to time during
regular business hours at the Companys request (the Master
Services Agreement). The Master Services Agreement has a term of
ten years, and it can be terminated by either party upon ninety
(90) days prior written notice. A complete description of the
Master Services Agreement is contained in the Current Report on
Form 8-K that the Company filed on November 18, 2016.

Other than as described herein, there are no related party
transactions between the Company and Dr. Hwang, nor does she have
any family relationship with any member of the Board or any
executive officer of the Company.

In connection with the appointment of Dr. Hwang as the Chief
Scientific Officer of the Company, the Company entered into an
employment letter (the Hwang Letter) with Dr. Hwang to
which she agreed to serve as the Chief Scientific Officer of the
Company to the terms and conditions set forth therein. As
compensation for such service, Dr. Hwang will receive an annual
base salary of $85,000, and she also will be entitled to receive
a discretionary bonus as determined by the Board in its sole
discretion.

In connection with the Hwang Letter, the Company granted to Dr.
Hwang options to purchase up to 60,000 shares of the Companys
common stock under the Companys 2014 Long-Term Incentive Plan
(the 2014 Plan) at an exercise price of $0.18 per share, with all
of such options to vest on the one year anniversary of the Hwang
Letter.

In connection with the Hwang Letter, Dr. Hwang agreed: (i) to a
non-solicitation covenant regarding the employees, independent
contractors, customers, vendors and clients of the Company; and
(ii) not to provide services to certain clients, customers or
business partners (and prospective clients, customers and
business partners) of the Company, in each case, during such time
as Dr. Hwang is employed by the Company and for a period of
twelve (12) months immediately thereafter.

The foregoing description of the Hwang Letter does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Hwang Letter, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference herein.

Appointment of Chief Operating Officer

On February 10, 2017, the Board approved the appointment of Mihir
Munsif to serve as the Chief Operating Officer of the Company,
effective February 13, 2017.

Mr. Munsif, age 54, has served as the Senior Vice President at
Autotelic Inc. since November 2016, as the Senior Vice President
of Portfolio Management of LipoMedics, Inc. since June 2016 and
as the Senior Vice President of Portfolio Management of
Oncotelic, Inc. since October 2015. Previously he served as the
Chief Executive Officer of Ithena from August 2016 until its
merger with the Company in 2016, and as the Chief Operating
Officer of Ithena from September 2014 until August 2016. Prior to
that, he served as Product Life Cycle Management and Supply Chain
Consulting at Accenture from March 2013 until September 2014 and
as Product Life Cycle Management and Supply Chain Management
Operations at Herbalife from April 2009 until March 2013. Mr.
Munsif received a M.S. in Industrial Engineering from the
University of Oklahoma and a B.S. in Chemical Engineering from
Manipal Institute of Technology.

Each of Mr. Munsif and Autotelic Inc., of which entity Mr. Munsif
serves as Senior Vice President, owns 5,255,354 shares of the
common stock of the Company, shares were acquired to the Merger
Agreement. On November 15, 2016, the Company and Autotelic Inc.
entered into the Master Services Agreement, which is described
above under the heading Appointment of Chief Scientific Officer
in this Item 5.02. On February 6, 2017, the Company entered into
a License Agreement and a Stock Purchase Agreement with
LipoMedics, Inc., of which entity Mr. Munsif serves as Senior
Vice President of Portfolio Management, which agreements are
described in Item 1.01 of the Current Report on Form 8-K that the
Company filed on February 9, 2017.

Other than as described herein, there are no related party
transactions between the Company and Mr. Munsif, nor does he have
any family relationship with any member of the Board or any
executive officer of the Company.

In connection with the appointment of Mr. Munsif as the Chief
Operating Officer of the Company, the Company entered into an
employment letter (the Munsif Letter) with Mr. Munsif to
which he agreed to serve as the Chief Operating Officer of the
Company to the terms and conditions set forth therein. As
compensation for such service, Mr. Munsif will receive an annual
base salary of $65,000, and he also will be entitled to receive a
discretionary bonus as determined by the Board in its sole
discretion.

In connection with the Munsif Letter, the Company granted to Mr.
Munsif options to purchase up to 60,000 shares of the Companys
common stock under the 2014 Plan at an exercise price of $0.18
per share, with all of such options to vest on the one year
anniversary of the date of the Munsif Letter.

In connection with the Munsif Letter, Mr. Munsif agreed: (i) to a
non-solicitation covenant regarding the employees, independent
contractors, customers, vendors and clients of the Company; and
(ii) not to provide services to certain clients, customers or
business partners (and prospective clients, customers and
business partners) of the Company, in each case, during such time
as Mr. Munsif is employed by the Company and for a period of
twelve (12) months immediately thereafter.

The foregoing description of the Munsif Letter does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Munsif Letter, a copy of which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated by reference herein.

Item 8.01 Other Matters.

On February 10, 2017, the Company issued a press release
announcing the matters disclosed in Item 3.02 of this Current
Report on Form 8-K, and on February 14, 2017, the Company issued
a press release announcing the matters disclosed in Item 5.02 of
this Current Report on Form 8-K. A copy of the press releases are
attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

About Marina Biotech, Inc. (OTCMKTS:MRNA)

Marina Biotech, Inc. is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies to treat orphan diseases. The Company’s pipeline includes CEQ508, a product in clinical development for the treatment of Familial Adenomatous Polyposis (FAP), and preclinical programs for the treatment of type 1 myotonic dystrophy (DM1) and Duchenne muscular dystrophy (DMD). It creates a range of therapeutics targeting coding and non-coding ribonucleic acid (RNA) through several mechanisms of action, such as RNA interference (RNAi), messenger RNA translational inhibition, exon skipping, microRNA (miRNA) replacement, miRNA inhibition and steric blocking in order to modulate gene expression either up or down depending on the specific mechanism of action. It has two liposomal-based delivery platforms: SMARTICLES, and the platform, which utilizes amino-based liposomal delivery technology and incorporates a molecule, Di-Alkylated Amino Acid (DiLA2).

Marina Biotech, Inc. (OTCMKTS:MRNA) Recent Trading Information

Marina Biotech, Inc. (OTCMKTS:MRNA) closed its last trading session up +0.010 at 0.190 with 73,647 shares trading hands.