Marina Biotech, Inc. (OTCMKTS:MRNA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 1, 2017, Marina Biotech, Inc. (the “Company”) filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a one-for-ten reverse split of the Company’s issued and outstanding shares of common stock, par value $0.006 per share. The common stock will commence trading on the OTCQB tier of the OTC Markets on a split-adjusted basis as of the opening of trading on Thursday, August 3, 2017. The common stock will continue to trade under the ticker symbol “MRNA”, although the letter “D” will be temporarily appended to the ticker symbol for twenty trading days following the reverse split. The Company’s stockholders, at the 2017 Annual Meeting of Stockholders, had previously authorized the Company’s Board of Directors to effect a reverse stock split within a range of ratios, including one-for-ten, at any time within two (2) years following such Annual Meeting, to be determined by the Board, to be in the best interest of the Company.

Following the reverse split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split. Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment will be adjusted accordingly. These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments.

There will be no change to the authorized shares of common stock of the Company as a result of the reverse stock split. No fractional share shall be issued in connection with the reverse split; any fraction of a share of common stock that would otherwise have resulted from the reverse stock split shall be rounded up to the nearest whole share of common stock.

The Company’s transfer agent is American Stock Transfer & Trust Company, LLC. The new CUSIP number for the post-reverse common stock will be 56804Q 300.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference in its entirety.

Item 8.01 Other Events.

On August 2, 2017, the Company issued a press release announcing that it had filed the Certificate of Amendment to effect the reverse split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Marina Biotech, Inc. Exhibit
EX-3.1 2 ex3-1.htm   CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF MARINA BIOTECH,…
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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).