Marina Biotech, Inc. (OTCMKTS:MRNA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On November 22, 2017, Marina Biotech, Inc. (the “Company”) entered into a Note Purchase Agreement with a trust affiliated with Mr. Isaac Blech (the “Purchaser”) to which the Company issued to the Purchaser a secured convertible promissory note in the aggregate principal amount of $500,000 (the “Note”). The Note will become due and payable on March 31, 2018. The unpaid principal amount of the Note, together with any interest accrued but unpaid thereon, shall, in general, automatically be converted into the securities of the Company to be issued and sold at the closing of any financing transaction involving the sale by the Company of its equity securities (or securities exercisable for or convertible into the equity securities of the Company) yielding aggregate gross proceeds to the Company of not less than $5,000,000 (a “Qualified Financing”).
The Note provided that interest on the unpaid principal amount of the Note shall accrue at a rate equal to eight percent (8%) per annum; provided, that if the Company does not consummate a Qualified Financing on or before December 15, 2017, then the interest rate shall increase to twenty percent (20%) per annum, with such increased interest rate increasing by an additional two percent (2%) every month thereafter until the Note is repaid in full (up to a maximum interest rate of thirty percent (30%)) (such additional interest, the “Penalty Interest”).
On December 22, 2017, the Company and the Purchaser executed an amendment to the Note (the “Note Amendment”) so that the Penalty Interest would not accrue unless and until the Company does not consummate a Qualified Financing on or before February 15, 2018. Other than such amendment, the Note shall remain unchanged.
The foregoing summary of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Note Amendment, which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Marina Biotech, Inc. ExhibitEX-4.1 2 ex4-1.htm MARINA BIOTECH,…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).