Marina Biotech, Inc. (OTCMKTS:MRNA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 5, 2017, Marina Biotech, Inc. (the Company) entered into
an Asset Purchase Agreement (the Purchase Agreement) with
Symplmed Pharmaceuticals LLC (Symplmed) to which the Company
purchased from Symplmed, for aggregate consideration consisting
of $300,000 in cash and the assumption of certain liabilities of
Symplmed in the aggregate amount of approximately $330,000, all
of Symplmeds assets relating to the development, marketing,
manufacturing, selling, promoting, storing, supporting,
transporting and commercializing of a single-pill fixed-dose
combination of perindopril arginine and amlodipine besylate known
as prestalia (Prestalia), that has been approved by the U.S. Food
and Drug Administration (the FDA) for the treatment of
hypertension.

In addition, as part of the transactions contemplated by the
Purchase Agreement: (i) Symplmed agreed to transfer to the
Company, not later than 150 days following the closing date, the
New Drug Applications for the approval of Prestalia as a new drug
by the FDA; and (ii) Symplmed assigned to the Company all of its
rights and obligations under that certain Amended and Restated
License and Commercialization Agreement by and between Symplmed
and Les Laboratoires Servier (Servier) dated January 11, 2012, to
which Symplmed has an exclusive license from Servier to
manufacture, have manufactured, develop, promote, market,
distribute and sell Prestalia in the United States (and its
territories and possessions) in consideration of regulatory and
sales-based milestone payments and royalty payments based on net
sales.

Further, in connection with the transactions contemplated by the
Purchase Agreement, the Company entered into an offer letter with
Erik Emerson, the President and Chief Executive Officer of
Symplmed, to which it agreed to hire Mr. Emerson to serve as the
Chief Commercial Officer of the Company, with such employment
becoming effective upon the closing by the Company of a single
capital raising transaction involving the issuance by the Company
of its equity (or equity-linked) securities yielding aggregate
gross proceeds to the Company of not less than $5 million on or
prior to December 31, 2017. The Company also agreed in such offer
letter to issue to Mr. Emerson 600,000 restricted shares of the
common stock of the Company under the Companys 2014 Long-Term
Incentive Plan, with all of such shares to vest on the six (6)
month anniversary of the date of grant.

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 June 5, 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 3.02 Unregistered Sales of Equity Securities.

On June 5, 2017, the Company issued convertible promissory notes
of the Company (the Notes) in the aggregate principal amount of
$180,000 to three accredited investors to a Note Purchase
Agreement (the Note Purchase Agreement) that the Company entered
into with such investors. The Notes bear interest at a rate of
five percent (5%) per annum and are due and payable at any time
on or after the earlier of (i) June 1, 2018 and (ii) the
occurrence of an event of default (as defined in the Note
Purchase Agreement).

Upon written notice delivered to the Company by the holders of a
majority in interest of the aggregate principal amount of Notes
that are outstanding at the time of such calculation (the
Majority Holders) not more than five (5) days following the
maturity date of the Notes, the Majority Holders shall have the
right, but not the obligation, on behalf of themselves and all
other holders of Notes, to elect to convert the entire unpaid
principal amount of all, but not less than all, of the Notes and
the accrued and unpaid interest thereon into such number of
shares of the common stock of the Company as is equal to, with
respect to each Note: (x) the entire unpaid principal amount of
such Note and the accrued and unpaid interest thereon on the date
of the delivery of the Election Notice by (y) $0.35.

The Company issued the Notes in reliance on the exemption from
registration afforded by Section 4(a)(2) of the Securities Act of
1933, as amended, and Rule 506(b) of Regulation D promulgated
thereunder, as a transaction not involving any public offering.

The foregoing description of the Note Purchase Agreement, the
Notes 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 form of Note and the Note Purchase
Agreement, a copy of which is filed as Exhibit 4.1 and Exhibit
10.2, respectively, to this Current Report on Form 8-K and is
incorporated by reference herein.

Item 8.01 Other Events.

On Wednesday, June 7, 2017, Joseph W. Ramelli, the Chief
Executive Officer of the Company, will give a presentation
regarding the Company at the 7^th Annual LD Micro
Invitational, to be held at the Luxe Sunset Bel Air Hotel in Los
Angeles, CA. A copy of the slide deck to be used in connection
with the presentation is attached as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

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).