DICERNA PHARMACEUTICALS, INC. (NASDAQ:DRNA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March30, 2017, Dicerna Pharmaceuticals, Inc. (the Company)
entered into a redeemable convertible preferred stock purchase
agreement (Stock Purchase Agreement) with seven institutional
investors (Investors), led by funds advised by Bain Capital Life
Sciences L.P. (Lead Investor), to which the Company agreed to
issue and sell in a private placement 700,000 shares of its newly
designated Redeemable Convertible Preferred Stock, par value
$0.0001 per share (Redeemable Convertible Preferred), at a
purchase price of $100.00 per share, for total gross proceeds of
$70.0 million (Private Placement). Other participants in the
financing include EcoR1 Capital, Cormorant Asset Management, RA
Capital, Domain Associates and Skyline Ventures, among others. A
copy of the form of the Redeemable Convertible Preferred Stock
Certificate is attached hereto as Exhibit 4.1. The Private
Placement is expected to close on or before April11, 2017,
subject to the satisfaction of customary closing conditions.

The Company shall have the right to require the Investors to
convert the Redeemable Convertible Preferred into common stock
(Mandatory Conversion), at any time following the earlier of
(i)the second anniversary of the closing of the Private Placement
or (ii)the occurrence of both of the following: (a)(1)the time
that the Company first administers, after the issue date, a dose
of a pharmaceutical product candidate (which such product
candidate shall be one of the following candidates, or a
variation thereof: DCR-PHXC, DCR-PCSK9 or the undisclosed rare
disease program currently in pre-clinical development (each a
Product Candidate)) to a human being to an investigational new
drug application (IND) filed by the Company with the United
States Food and Drug Administration; or (2)after the Company has
first administered, after the issue date, a dose of a Product
Candidate to a human being to a clinical trial authorization with
the Medicine and Healthcare Products Regulatory Agency in the
European Union and an IND relating to such Product Candidate has
become effective; and (b)the Company enters into a partnership or
license agreement with a major company in the pharmaceutical or
biotechnology industry relating to a non-Product Candidate, to
which such company provides an up-front cash payment to the
Company of a minimum amount agreed upon by the Company and the
Lead Investor and agrees to customary future milestone and
royalty payments, provided, that, in each case ((i) and (ii)),
the trading price of the Companys common stock exceeds 200% of
the Conversion Price, as defined below, for 45 out of the 60 most
recent trading days. The Companys ability to require conversion
shall be subject to (i)a 19.99% blocker provision to comply with
NASDAQ Listing Rules (19.99% Conversion Blocker), (ii)if so
elected by an investor, a 9.99% blocker provision (9.99%
Conversion Blocker) that will prohibit beneficial ownership of
more than 9.99% of the outstanding shares of the Companys common
stock or voting power at any time, and (iii)applicable regulatory
restrictions. The 19.99% Conversion Blocker and the 9.99%
Conversion Blocker are hereinafter referred to as the Conversion
Blockers. Conversion Price shall mean an initial price of $3.19
per share, subject to proportionate adjustment for any stock
split, stock dividend, combination or other similar
recapitalization event.

Following the date of a Mandatory Conversion, any shares of
Redeemable Convertible Preferred that are not converted as a
result of the Conversion Blockers or applicable regulatory
restrictions shall continue to be entitled to all of the rights
of the holders of Redeemable Convertible Preferred except that
they will no longer be entitled to cumulative dividends, priority
distribution of assets upon consummation of a change of control
or a liquidation event and certain special voting provisions.

On or at any time following the seventh anniversary of the
closing of the Private Placement, (i)the Company shall also have
the right to redeem the Redeemable Convertible Preferred for a
cash consideration equal to the sum of the Accrued Value, as of
the date of redemption, plus an amount equal to all accrued or
declared and unpaid dividends on the Redeemable Convertible
Preferred that have not previously been added to the Accrued
Value, and (ii)the holders of a majority of the Redeemable
Convertible Preferred shall also have the right to cause the
Company to redeem the Redeemable Convertible Preferred at the
same price. Accrued Value means, with respect to each share of
Redeemable Convertible Preferred, the sum of (i)the Stated Value
plus (ii)on each quarterly dividend date, an additional amount
equal to the dollar value of any dividends on a share of
Redeemable Convertible Preferred which have accrued on any
dividend payment date and have not previously been added to such
Accrued Value.

At any time and from time to time at their election, the holders
of Redeemable Convertible Preferred will have the option to
convert the Redeemable Convertible Preferred into shares of the
Companys common stock by dividing (i)the sum of the Accrued Value
plus an amount equal to all accrued or declared and unpaid
dividends on the Redeemable Convertible Preferred that have not
previously been added to the Accrued Value by (ii)the Conversion
Price in effect at the time of such conversion. The conversion of
shares of Redeemable Convertible Preferred into shares of common
stock is subject to the Conversion Blockers.

The Company also expects to enter into an amended and restated
registration rights agreement, by and among the Company and the
Investors (Registration Rights Agreement). to the Registration
Rights Agreement, the Investors will be entitled to certain
demand, shelf and piggyback registration rights with respect to
the shares of common stock issuable upon conversion of the
Redeemable Convertible Preferred, subject to the limitations set
forth in the Registration Rights Agreement.

The above descriptions of the Stock Purchase Agreement and the
Registration Rights Agreement are qualified in their entirety by
reference to Exhibits 10.1 and 10.2 attached hereto,
respectively.

The information contained above in Item1.01 is hereby
incorporated by reference into this Item3.02. The shares of
Redeemable Convertible Preferred and the shares of common stock
issuable upon conversion of the Redeemable Convertible Preferred
are expected to be offered and sold by the Company to an
exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), provided by
Section4(a)(2) thereunder. Each of the Investors provided a
written representation to the Company that they qualify as an
accredited investor as that term is defined in Rule 501 under the
Securities Act.

The Company expects to file a Certificate of Designation of
Redeemable Convertible Preferred Stock (Certificate of
Designation) with the Secretary of State of the State of Delaware
establishing that each share of Redeemable Convertible Preferred
will have a stated value of $100.00 (Stated Value). Upon the
effectiveness of the Certificate of Designation, each holder of
Redeemable Convertible Preferred will be entitled to receive
cumulative dividends on the Accrued Value of each share of
Redeemable Convertible Preferred at an initial rate of 12%per
annum, compounded quarterly and subject to two rate reductions,
of 4% each, upon the occurrence of certain agreed-upon milestone
events. Dividends on the Redeemable Convertible Preferred are
payable in kind and will accrue on the Accrued Value of each
share of Redeemable Convertible Preferred until the earlier of
conversion, redemption, consummation of a change of control, a
liquidation event, or upon failure to mandatorily convert due to
the Conversion Blockers or applicable regulatory restrictions.

In the event of a liquidation, dissolution or winding up of the
Company, the holder of each share of Redeemable Convertible
Preferred will be entitled to receive, in preference to the
holders of the common stock and any junior preferred stock, an
amount per share equal to the greater of (i)the sum of the
Accrued Value plus an amount equal to all accrued or declared and
unpaid dividends on the Redeemable Convertible Preferred that
have not previously been added to the Accrued Value, or (ii)the
amount that such shares would have been entitled to receive if
they had converted into common stock immediately prior to such
liquidation, dissolution or winding up.

Upon consummation of a specified change of control transaction,
each holder of Redeemable Convertible Preferred will be entitled
to receive in preference to the holders of common stock and any
junior preferred stock, an amount equal to the greater of (i)101%
of the sum of the Accrued Value plus an amount equal to all
accrued or declared and unpaid dividends on the Redeemable
Convertible Preferred that have not previously been added to the
Accrued Value, or (ii)the amount that such shares would have been
entitled to receive if they had converted into common stock
immediately prior to such event.

In addition, for so long as any shares of Redeemable Convertible
Preferred remain outstanding, without the approval of holders of
a majority of the Redeemable Convertible Preferred, the Company
may not, among other things, (i)amend, modify or fail to give
effect to any right of holders of the Redeemable Convertible
Preferred, (ii)change the authorized number of Redeemable
Convertible Preferred or issue additional Redeemable Convertible
Preferred or create a new class or series of equity securities or
securities convertible into equity securities with equal or
superior rights, preferences or privileges to those of the
Redeemable Convertible Preferred in terms of liquidation
preference, dividend rights or certain governance rights,
(iii)issue shares of common stock or securities convertible into
common stock while the Company has insufficient shares to effect
the conversion of the Redeemable Convertible Preferred into
common stock, (iv)declare or pay dividends or redeem or
repurchase any capital stock (other than certain repurchases from
employees, directors, advisors or consultants upon termination of
service) or (v)incur certain indebtedness in excess of $10
million. Except as set forth above or as otherwise required by
law, holders of shares of Redeemable Convertible Preferred are
entitled to vote together with shares of common stock (based on
one vote per share of common stock into which the shares of
Redeemable Convertible Preferred are convertible on the
applicable record date) on any matter on which the holders of
common stock are entitled to vote.

A copy of the Certificate of Designation is attached hereto as
Exhibit 3.1 and incorporated herein by reference. The foregoing
description of the Certificate of Designation is qualified in its
entirety by reference to Exhibit 3.1 attached hereto.

On March28, 2017, the Board of Directors of the Company (the
Board) voted to increase the size of the Board from eight
directors to nine directors and, in accordance with the Stock
Purchase Agreement, appointed Adam M. Koppel, M.D., Ph.D., a
managing director of the Lead Investor, as a director of the
Company, effective immediately following and contingent upon, the
closing of the Private Placement, to fill the resulting vacancy.

To the extent such director is not reelected at any time and, so
long as the Lead Investor owns at least 25% of the Redeemable
Convertible Preferred (or underlying common stock) owned by it at
the closing of the Private Placement, it shall have the right to
designate a board observer.

Mr.Koppel will receive the Companys standard compensation
provided to all the Companys non-employee directors for service
on the Board, which includes an annual retainer of $35,000 per
annum, pro rated for the current term, plus an option to purchase
25,000 shares of Common Stock that begins vesting upon closing of
the Private Placement.

In connection with his appointment, Mr.Koppel will enter into an
indemnification agreement with the Company substantially in the
form of the indemnification agreement previously approved by the
Board, together with a form of letter agreement (Letter
Agreement) between Mr.Koppel and the Company, which serves as an
addendum to such indemnification agreement. On March28, 2017, the
Board approved an addendum, in substantially the same form as the
Letter Agreement, for use in all director indemnification
agreements. The form of indemnification agreement is filed as
Exhibit 10.10 to the Companys Amendment No.3 to Registration
Statement on Form S-1, filed on January28, 2014, and the form of
Letter Agreement is filed herewith as Exhibit 10.3, and both are
incorporated by reference herein.

The Company expects to file with the Secretary of State of the
State of Delaware the Certificate of Designation attached hereto
as Exhibit 3.1 and incorporated herein by reference. The
Certificate of Designation will establish and designate the
Redeemable Convertible Preferred and the rights, preferences,
privileges and limitations thereof.

On March30, 2017, the Company issued a press release entitled
Dicerna Secures $70 Million in Convertible Preferred Stock
Financing. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

Cautionary Note on Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking
statements that are made to the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include statements concerning the
completion, timing and size of the Private Placement, the
anticipated use of proceeds from the Private Placement and other
statements that are other than statements of historical facts.
These forward-looking statements involve significant risks and
uncertainties. These statements reflect the Companys current
expectations concerning future events, actual events could differ
materially from those anticipated as a result of many factors,
including, but not limited to, the risks that the Private
Placement may be delayed or may not occur due to market or other
conditions and the satisfaction of customary closing conditions
related to the Private Placement.Additional information
concerning these and other factors that may cause actual events
to differ materially from those anticipated is contained in the
Risk Factors section of the Companys most recent Form10-Q filing
and its other periodic reports and filings with the SEC.
Investors should not place undue reliance on forward-looking
statements contained in this Current Report or elsewhere. All
forward-looking statements are based on information currently
available to the Company, and the Company undertakes no
obligation to revise or update them to reflect events or
circumstances after the date of this Current Report.

(d) Exhibits

About DICERNA PHARMACEUTICALS, INC. (NASDAQ:DRNA)

Dicerna Pharmaceuticals, Inc. is a ribonucleic acid (RNA) interference-based biopharmaceutical company. The Company operates in the segment of discovery, research and development of treatments based on its RNA interference (RNAi) technology platform. The Company is focused on the discovery and development of treatments for rare inherited diseases involving the liver and for cancers that are genetically defined. The Company uses its RNAi technology platform to build a pipeline in these therapeutic areas. The Company develops dacryocystorhinostomy (DCR)-Primary Hyperoxaluria Type 1 (PH1) for the treatment of PH1 by targeting the gene encoding the liver enzyme glycolate oxidase. The Company uses its dicer substrate RNA (DsiRNA)-EX Conjugate technology to develop a subcutaneously injected treatment for PH1. The Company develops DCR-MYC for the treatment of MYC-related cancers, including hepatocellular carcinoma (HCC) and pancreatic neuroendocrine tumors (PNET).

DICERNA PHARMACEUTICALS, INC. (NASDAQ:DRNA) Recent Trading Information

DICERNA PHARMACEUTICALS, INC. (NASDAQ:DRNA) closed its last trading session 00.00 at 2.70 with 83,182 shares trading hands.