Marina Biotech, Inc. (OTCMKTS:MRNA) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.

On August 17, 2017, Marina Biotech, Inc. (the “Company”) entered into an amendment (the “Amendment”) of that certain Pharmaceutical Development Agreement dated as of March 30, 2017 by and between Windlas Healthcare Private Limited (“Windlas”) and the Company (the “Development Agreement”), relating to the development by Windlas of certain pharmaceutical products to be used for conducting clinical trials or for regulatory submissions, as more fully described therein.

to the Amendment, the Company and Windlas agreed to amend the Development Agreement to reflect the Company’s agreement to issue to Windlas, and Windlas’ agreement to accept from the Company, in lieu of cash payments with respect to forty percent (40%) of the total amount reflected on invoices sent from time to time by Windlas to the Company, shares of the common stock of the Company (“Common Stock”) having an aggregate value equal to forty percent (40%) of such invoiced amount (with the remaining portion of the invoiced amount being paid in cash). For purposes of determining the number of shares of Common Stock to be issued to Windlas, each share of Common Stock shall have a value equal to the volume weighted average price of the Common Stock on the principal trading market for the Common Stock for the ten (10) trading days immediately prior to the date of the applicable invoice. The maximum value of Common Stock that may be issued to Windlas to the Development Agreement (as modified by the Amendment) is $2 million. The parties also agreed that the foregoing payment arrangement would apply to any Contract Manufacturing and Supply Agreement (or similar agreement) relating to the manufacturing of commercial batches of the products covered by the Development Agreement that may be entered into between the parties.

The Company will issue the shares of Common Stock to Windlas in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving any public offering. However, the Company agreed to register the resale of the shares of Common Stock issued to Windlas from time to time following the issuance of such shares to Windlas, subject to certain thresholds and limitations.

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).