Item 1.01 Entry Into a Material Definitive Agreement.
On February 23, 2014
, Marina Biotech, Inc.
(the "Company") entered into a
binding term sheet (the "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
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 the
Company's common stock. The warrants will have an exercise price of $0.75
share and are exercisable for a period of five (5) 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 foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the Term Sheet, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On February 24, 2014
, the Company issued a press release announcing that it had
entered into the term sheet, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Term Sheet for Convertible Preferred Stock Financing.
99.1 Press release of Marina Biotech, Inc. dated February 24, 2014.