Marina Biotech Announces $6 MM Convertible Preferred Stock Financing and Conversion to Common Stock of the Company’s Promissory Note

Marina Biotech Announces $6 MM Convertible Preferred Stock Financing and Conversion to Common Stock of the Company’s Promissory Note

Company to Advance Its Preclinical and Clinical Rare Disease Programs

BOSTON, MA–(Marketwired – Feb 24, 2014) – Marina Biotech, Inc. (PINKSHEETS: MRNA), a leading oligonucleotide-based drug discovery and development company focused on rare diseases, announced today that it has entered into a binding term sheet with certain qualified investors, led by Steven T. Newby, a long-time biotechnology investor, for the issuance of convertible preferred stock at a conversion price equivalent to $0.75 per share of common stock resulting in gross proceeds of $6 million. In addition, the Company will issue to the investors warrants to purchase 6 million shares of common stock. The warrants will have an exercise price of $0.75 per share and are exercisable for a period of five years after the Company regains compliance with its reporting obligations under the Securities Exchange Act. The offering is expected to close on or about March 7, 2014, subject to the execution of a customary Securities Purchase Agreement regarding the transaction and the satisfaction of customary closing conditions. The Company also announced that the holders of the Company’s Promissory Note have agreed to convert the remaining principal and interest on the Note to common stock at a conversion price of $0.75 and release their lien on the Company’s intellectual property. Proceeds from the financing will be used to restart certain day-to-day operations, repay the Company’s outstanding obligations, regain compliance with the Company’s Exchange Act reporting obligations and advance the Company’s preclinical and clinical rare disease programs.

Marina, ProNAi in cancer deal

ProNAi Therapeutics Inc. (Kalamazoo, Mich.) partnered with Marina Biotech Inc. (OTCQX:MRNA) to use Marina’s Smarticles liposomal delivery technology to develop single-strand oligonucleotides to treat cancer through DNA interference (DNAi). Marina is eligible to receive up to $14 million per gene target in total upfront and milestone payments, plus royalties. ProNAi has the option to select any number of additional targets. Marina acquired the Smarticles technology from novosom AG (Halle, Germany) in 2010.

ProNAi’s lead DNAi product — PNT2258 — uses the Smarticles technology under a 2007 licensing deal with novosom. PNT2258, which targets the B cell lymphoma 2 (BCL-2; BCL2) gene, is in Phase I testing for solid tumors.

Marina Biotech, Inc. (Formerly Known as MDRNA, Inc.) and Mirna Therapeutics, Inc. Announce License Agreement for Up to $63 Million for the Development

BOTHELL, WA and AUSTIN, TX–(Marketwire – December 23, 2011) – Marina Biotech, Inc. (NASDAQ: MRNA), a leading oligonucleotide-based drug discovery and development company, and Mirna Therapeutics, Inc. (Mirna), a privately-held biotechnology company pioneering microRNA (miRNA) replacement therapy for cancer, announced today that they have entered into a license agreement regarding the development and commercialization of microRNA-based therapeutics utilizing Mirna’s proprietary microRNAs and Marina Biotech’s novel SMARTICLES liposomal delivery technology. Mirna will have full responsibility for the development and commercialization of any products arising under the Agreement and Marina Biotech will support pre-clinical and process development efforts. Under terms of the Agreement, Marina Biotech could receive up to $63 million in total upfront, clinical and commercialization milestone payments, as well as royalties on sales, based on the successful outcome of the collaboration. Further terms of the Agreement were not disclosed.

Marina Biotech, Inc. (Formerly Known as MDRNA, Inc.) and Mirna Therapeutics, Inc. Announce License Agreement for Up to $63 Million for the Development

BOTHELL, WA and AUSTIN, TX–(Marketwire – December 23, 2011) – Marina Biotech, Inc. (NASDAQ: MRNA), a leading oligonucleotide-based drug discovery and development company, and Mirna Therapeutics, Inc. (Mirna), a privately-held biotechnology company pioneering microRNA (miRNA) replacement therapy for cancer, announced today that they have entered into a license agreement regarding the development and commercialization of microRNA-based therapeutics utilizing Mirna’s proprietary microRNAs and Marina Biotech’s novel SMARTICLES liposomal delivery technology. Mirna will have full responsibility for the development and commercialization of any products arising under the Agreement and Marina Biotech will support pre-clinical and process development efforts. Under terms of the Agreement, Marina Biotech could receive up to $63 million in total upfront, clinical and commercialization milestone payments, as well as royalties on sales, based on the successful outcome of the collaboration. Further terms of the Agreement were not disclosed.

“Given the challenge of effectively delivering oligonucleotides to target tissues, we devoted considerable effort to identifying an optimal delivery technology that would allow for systemic administration of our potent miRNA tumor suppressors and which is already in clinical testing,” said Paul Lammers, M.D., M.Sc., President and CEO of Mirna Therapeutics. “With the dramatic in vivo results achieved with our miRNA mimics, we believe the SMARTICLES technology solves the delivery challenge for us, and we are now looking forward to bringing our miRNA mimics into the clinic in the next 18 months as promising targeted cancer therapeutics.”

“We are extremely pleased to have entered into this relationship with a company as well respected in the area of microRNA-based therapeutics as Mirna Therapeutics,” stated J. Michael French, President and CEO of Marina Biotech. “We are excited to see the continued advancement of oligonucleotide-based therapeutics and to be able to provide a technology capable of effectively delivering, in this case, systemically administered miRNA mimetics. We look forward to the rapid advancement of Mirna Therapeutics’ clinical pipeline and the opportunity to bring novel therapeutics to patients in need.”

In a recent poster entitled “The Development of a miRNA-based Therapeutic Candidate for Hepatocellular Carcinoma,” presented at the November, 2011 AACR-NCI-EORTC International Conference on Molecular Targets and Cancer Therapeutics in San Francisco, CA, Mirna scientists showed that mimics of five tumor suppressor miRNAs, including miR-34 and let-7, all significantly inhibited the growth of liver tumors compared to animals treated with formulated negative control miRNAs. The five miRNA mimics were complexed with Marina Biotech’s SMARTICLES delivery formulation and injected into NOD/SCID mice with orthotopically grown Hep3B human liver cancer xenografts.

The companies will present their respective science and technologies at the upcoming Biotech Showcase™ 2012, January 9-11, 2012 at the Parc 55 Wyndham San Francisco – Union Square at 55 Cyril Magnin Street, San Francisco, CA. Mirna Therapeutics will present on Monday, 9 January at 3:00 pm and Marina Biotech will present on Tuesday, 10 January at 2:30 pm.

About Marina Biotech, Inc.
Marina Biotech is a biotechnology company focused on the development and commercialization of oligonucleotide-based therapeutics utilizing multiple mechanisms of action including RNA interference (RNAi) and messenger RNA translational blocking. The Marina Biotech pipeline currently includes a clinical program in Familial Adenomatous Polyposis (a precancerous syndrome) and two preclinical programs — in bladder cancer and malignant ascites. Marina Biotech entered into an exclusive agreement with The Debiopharm Group for the development and commercialization of the bladder cancer program. Marina Biotech’s goal is to improve human health through the development of RNAi- and oligonucleotide-based compounds and drug delivery technologies that together provide superior therapeutic options for patients. Additional information about Marina Biotech is available at http://www.marinabio.com.

About Mirna Therapeutics, Inc.
Mirna Therapeutics is a biotechnology company focused on the development and commercialization of microRNA (miRNA) therapeutics. The Company has a substantial intellectual property portfolio on the therapeutic use of miRNAs developed by its own scientists as well as in-licensed from other institutions. Mirna’s IP portfolio contains > 300 miRNAs with applications in oncology and other diseases. Oncology-directed miRNAs include those that are key tumor suppressors in cancer, such as miR-34 and let-7 that have proven to block tumor growth in a number of different pre-clinical animal studies. The Company, founded in 2007, is located in Austin, Texas, and has received significant funding from the State of Texas, both through the State’s Emerging Technology Fund and from the Cancer Prevention and Research Institute of Texas (CPRIT). Mirna Therapeutics is the recipient of a $10.3 million commercialization award from CPRIT. For more information, visit www.mirnarx.com

Forward-Looking Statements
Statements made in this news release may be forward-looking statements within the meaning of Federal Securities laws that are subject to certain risks and uncertainties and involve factors that may cause actual results to differ materially from those projected or suggested. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: (i) the ability of Marina Biotech to obtain additional funding; (ii) the ability of Marina Biotech to attract and/or maintain manufacturing, research, development and commercialization partners; (iii) the ability of Marina Biotech and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (iv) the ability of Marina Biotech and/or a partner to obtain required governmental approvals; and (v) the ability of Marina Biotech and/or a partner to develop and commercialize products prior to, and that can compete favorably with those of, competitors. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in Marina Biotech’s most recent periodic reports on Form 10-K and Form 10-Q that are filed with the Securities and Exchange Commission. Marina Biotech assumes no obligation to update and supplement forward-looking statements because of subsequent events.

Marina Biotech Reports Significant Developments in Its Ability to Develop Both microRNA Mimetics and Antagonists

BOTHELL, WA — (MARKET WIRE) — 07/08/11 — Marina Biotech, Inc. (NASDAQ: MRNA), a leading nucleic acid-based drug discovery and development company, reported data demonstrating that its proprietary technologies, its liposomal-based delivery technology SMARTICLES® as well as its Conformationally Restricted Nucleotide (CRN) technology, support the development of both microRNA (miRNA) mimetics and antagonists. Systemic administration of a SMARTICLES formulated miRNA mimetic in an orthotopic liver tumor model demonstrated inhibition of tumor growth, as indicated by a decrease in a systemic liver tumor biomarker, alpha-feto protein, and a decrease in tumor weight of greater than 80%. In separate work, the Company demonstrated that incorporation of CRN in miRNA antagonists increased potency with an approximate 60-fold improvement in the IC50. MicroRNAs have pivotal roles in cell biology, including diseases such as inflammation and cancer, and involve both over-expression and under-expression of specific miRNAs. Thus, effective intervention may involve a mimetic to replace an under-expressed miRNA or an antagonist to inhibit the activity of an over-expressed miRNA. The data were presented by Michael V. Templin, Ph.D., Senior Vice President, Preclinical Development at Marina Biotech, Inc., at the 2nd RNAi Research & Therapeutics Conference, July 7-8, 2011 in San Francisco, CA.

“We continue to demonstrate the breadth of our nucleic acid-based drug discovery engine,” stated Dr. Templin. “Pharmaceutical companies are clearly interested in developing nucleic acid therapeutics to meet their ‘undruggable target’ needs. The ability to apply multiple oligonucleotide modalities in response to a particular undruggable target, therapeutic indication and patient phenotype is critical for an effective drug discovery engine since it provides pharma options upon which they can make decisions based on both the scientific and business risks associated with each nucleic acid-based approach. This recent data demonstrates our ability to create proprietary miRNA therapeutics; both mimetics and antagonists. We have now demonstrated the capability to develop a variety of double-stranded and single-stranded oligonucleotide compounds harnessing several biological pathways including RNA interference. This capability, provided through proprietary chemistry and delivery technologies, is unique to Marina Biotech and significantly sets us apart from others in this space.”

About SMARTICLES®

SMARTICLES define a novel class of liposomes: fully charge-reversible particles for delivery of active substance (siRNA, antisense, decoy, etc.) inside the cell either by local or systemic administration. SMARTICLES are designed to ensure: (1) stable passage through the bloodstream and (2) release of the nucleic acid payload within the target cell to exert its therapeutic effect.

About Conformationally Restricted Nucleotides

Conformationally Restricted Nucleotides are analogs in which a chemical bridge connects the C2′ and C4′ carbons of ribose. Ribose, a five-carbon ring-like structure, forms the central region of a nucleotide (comprised of a nucleobase, ribose, and phosphate group). The chemical bridge in the ribose of a CRN locks the ribose in a fixed position, which in turn restricts the flexibility of the nucleobase and phosphate group. Substitution of a CRN within an RNA- or DNA-based oligonucleotide has the advantages of increased hybridization affinity and enhanced resistance to nuclease degradation. CRN technology provides a direct means of developing highly potent and specific nucleic acid-based therapeutics to target messenger RNAs or microRNAs. These targets represent disease pathways that are typically “undruggable” or “difficult to target” by small molecule or monoclonal antibodies, and are appropriate for disease areas with significant unmet needs, such as inflammation, metabolic disease, and cancers. The CRN patent estate consists of two issued patents broadly covering CRN compounds and CRN containing oligonucleotides, and one pending patent application covering additional applications of CRNs.

About Marina Biotech, Inc.

Marina Biotech is a biotechnology company, focused on the development and commercialization of RNA interference- (RNAi) and RNA-based therapeutics. The Marina Biotech pipeline currently includes a clinical program in Familial Adenomatous Polyposis (a precancerous syndrome) and two preclinical programs — in bladder cancer and malignant ascites. Marina Biotech entered into an exclusive agreement with Debiopharm Group for the development and commercialization of the bladder cancer program. Marina Biotech’s goal is to improve human health through the development of RNAi and RNA-based compounds and drug delivery technologies that together provide superior therapeutic options for patients. Additional information about Marina Biotech is available at http://www.marinabio.com.

Marina Biotech and The Debiopharm Group Partner to Develop and Commercialize RNAi-Based Therapies for the Treatment of Bladder Cancer

 
February 3, 2011

The Debiopharm Group (Debiopharm), a global independent biopharmaceutical development group of companies with a main focus in oncology and serious medical conditions, and Marina Biotech, Inc. (NASDAQ: MRNA), a leading RNAi-based drug discovery and development company, announced today that they entered into an exclusive agreement concerning the development and commercialization of Marina Biotech’s pre-clinical program in bladder cancer.

Marina Biotech and The Debiopharm Group Partner to Develop and Commercialize RNAi-Based Therapies for the Treatment of Bladder Cancer

The Debiopharm Group (Debiopharm), a global independent biopharmaceutical development group of companies with a main focus in oncology and serious medical conditions, and Marina Biotech, Inc. (NASDAQ: MRNA), a leading RNAi-based drug discovery and development company, announced today that they entered into an exclusive agreement concerning the development and commercialization of Marina Biotech’s pre-clinical program in bladder cancer.

Marina Biotech announces interim safety results of long-term toxicology study

Marina Biotech, Inc. (NASDAQ: MRNA), a leading RNAi-based drug discovery and development company, today announced interim results of a six month non-human primate toxicology study with clinical candidate CEQ508. CEQ508 was administered in an oral suspension once daily to non-human primates for over 180 consecutive days at a dose level of 10(11) colony forming units (cfu)/day. During this period of time, no toxicity or test article related adverse events were observed. To support the potential requirements of a Phase 2 clinical trial, the non-human primate study was extended for an additional three months. CEQ508 is Marina Biotech’s clinical candidate for the treatment of Familial Adenomatous Polyposis (FAP), and is expected to begin dosing in patients in a Phase 1b/2a trial this quarter.

Marina Biotech announces first human use of its proprietary delivery technology

 

BOTHELL, WA–(Marketwire – September 22, 2010) – Marina Biotech, Inc. (NASDAQ: MRNA), a leading RNA-based drug discovery and development company, today announced that the first patient has received a novel cancer therapeutic candidate formulated in the Company’s proprietary SMARTICLES(R) delivery technology. ProNAi Therapeutics Inc., a privately held biopharmaceutical company and licensee of the SMARTICLES technology, dosed their first patient in a Phase I clinical study of PNT2258 in patients with advanced solid tumors. PNT2258 is an oligonucleotide therapeutic encapsulated within a SMARTICLES formulation. The SMARTICLES delivery technology was developed by Novosom AG and acquired by Marina Biotech in July 2010. The SMARTICLES delivery technology is part of a broad and comprehensive patent estate surrounding amphoteric liposomal delivery now owned by Marina Biotech.

Marina Biotech announces first human use of its proprietary delivery technology

Marina Biotech, Inc. (NASDAQ: MRNA), a leading RNA-based drug discovery and development company, today announced that the first patient has received a novel cancer therapeutic candidate formulated in the Company’s proprietary SMARTICLES(R) delivery technology. ProNAi Therapeutics Inc., a privately held biopharmaceutical company and licensee of the SMARTICLES technology, dosed their first patient in a Phase I clinical study of PNT2258 in patients with advanced solid tumors. PNT2258 is an oligonucleotide therapeutic encapsulated within a SMARTICLES formulation. The SMARTICLES delivery technology was developed by Novosom AG and acquired by Marina Biotech in July 2010. The SMARTICLES delivery technology is part of a broad and comprehensive patent estate surrounding amphoteric liposomal delivery now owned by Marina Biotech.