Marina Biotech, Inc (OTCMKTS:MRNA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July 21, 2017, Marina Biotech, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Symplmed Pharmaceuticals LLC (“Symplmed Pharma”) and its wholly-owned subsidiary Symplmed Technologies, LLC (“Symplmed Tech”, and together with Symplmed Pharma, each as “Seller” and together the “Sellers”) to which the Company purchased from the Sellers, for an aggregate purchase price of $75,000 in cash, certain specified assets of the Sellers relating to the Sellers’ patented technology platform known as DyrctAxess that offers enhanced efficiency, control and information to empower patients, physicians and manufacturers to help achieve optimal care. The parties entered into the Purchase Agreement in furtherance of the obligations of Symplmed Pharma to that certain Asset Purchase Agreement dated as of June 5, 2017 between the Company and Symplmed Pharma to which, among other things, the Company acquired the assets of Symplmed Pharma relating to Symplmed Pharma’s business of developing, marketing, manufacturing, selling, promoting, storing, supporting, transporting and commercializing a single-pill fixed dose combination of perindopril arginine and amlodipine besylate known as Prestalia.
Erik Emerson, the Chief Commercial Officer of the Company, is the President and Chief Executive Officer of Symplmed Pharma.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Company also issued a press release in connection with the transactions contemplated by the Purchase Agreement, a copy of which press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 21, 2017, the Company and Symplmed entered into, and consummated the transactions contemplated by, the Purchase Agreement. The disclosures set forth in Item 1.01 of this current Report on Form 8-K are hereby incorporated by reference into this Item 2.01.
Item 8.01 Other Events.
On July 21, 2017, the Company entered into a binding term sheet with a third party purchaser (the “Purchaser”) to which the Purchaser will purchase from the Company the patents, know-how, agreements, records and certain other assets relating to the Company’s DiLA delivery system. The consideration to be paid by the Purchaser to the Company as a result of the transaction contemplated by the term sheet shall consist of: (i) an initial payment of $300,000 to be paid upon the closing of the asset sale; and (ii) an additional $1.2 million to be paid upon the first to occur of (x) a financing in which third party investors purchase equity and/or debt securities of the Purchaser resulting in aggregate proceeds to the Purchaser of not less than $15 million and (y) the twelve month anniversary of the closing.
The closing of the transaction contemplated by the term sheet is subject to the negotiation, execution and delivery of a definitive asset purchase agreement and the Purchaser’s determination that its due diligence has been completed and has been found satisfactory, in the Purchaser’s sole discretion.
In the term sheet, the Company agreed that it will negotiate exclusively with the Purchaser with respect to the sale of the DiLA2 assets for a period of ninety (90) days from the date of the term sheet.
to the term sheet, at any time following the closing of the transaction and prior to the payment to the Company of the additional $1.2 million payment, the Purchaser may elect to unwind the transaction by providing written notice to such effect to the Company. Within thirty (30) days of the Purchaser’s issuance of such notice, Purchaser shall assign the DiLA assets back to the Company.
On July 25, 2017 the Company issued a press release regarding the term sheet, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Asset Purchase Agreement dated as of July 21, 2017 by and among Marina Biotech, Inc., Symplmed Pharmaceuticals LLC and Symplmed Technologies, LLC. |
| 99.1 | Press release of Marina Biotech, Inc. dated July 24, 2017. |
| 99.2 |
Press release of Marina Biotech, Inc. dated July 25, 2017. |
Marina Biotech, Inc. ExhibitEX-10.1 2 ex10-1.htm ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT,…To view the full exhibit click here
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).