UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 26, 2012 (March 13, 2012)
Marina Biotech, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-13789 | | 11-2658569 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
3830 Monte Villa Parkway, Bothell, Washington | | 98021 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 425-908-3600
N/A
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on that certain Current Report on Form 8-K filed on March 19, 2012 by Marina Biotech, Inc. (the “Company”) with the Securities and Exchange Commission (the “Original Form 8-K”), the Company and ProNAi Therapeutics, Inc. (“ProNAi”) entered into an Exclusive License Agreement (the “License Agreement”), effective as of March 13, 2012, regarding the development and commercialization of DNAi-based therapeutics utilizing the Company’s novel SMARTICLES® liposomal delivery technology. Under terms of the License Agreement, the Company could receive up to $14 million for each gene target in total upfront, clinical and commercialization milestone payments, as well as royalties on sales, with ProNAi having the option to select any number of additional gene targets.
The Company is filing this Amendment on Form 8-K/A to amend the Original Form 8-K for the sole purpose of filing a redacted copy of the License Agreement as Exhibit 10.2 hereto. The Company has submitted a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting that it be permitted to redact certain portions of the License Agreement. The omitted material has been included in the request for confidential treatment.
The foregoing summary of the License Agreement is qualified in its entirety by reference to the License Agreement, a redacted copy of which is attached as Exhibit 10.2 to this Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. | | Description |
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| 10.1 (1)(2) | | Amendment No. 1, effective as of March 7, 2012, to the Employment Agreement, effective as of September 7, 2011, by and between the Registrant and Philip C. Ranker. |
| |
| 10.2 (3) | | Exclusive License Agreement, effective as of March 13, 2012, by and between Marina Biotech, Inc. and ProNAi Therapeutics, Inc. |
| |
| 99.1 (1) | | Press release of Marina Biotech, Inc. dated March 14, 2012. |
| (1) | Previously filed as an exhibit to the Original Form 8-K. |
| (2) | Indicates management contract. |
| (3) | Filed herewith. Portions of the exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission. |
SIGNATURES
Pursuant 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.
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| | Marina Biotech, Inc. |
| | |
| March 26, 2012 | | By: | | /s/ Philip C. Ranker |
| | Name: | | Philip C. Ranker |
| | Title: | | Interim Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 (1)(2) | | Amendment No. 1, effective as of March 7, 2012, to the Employment Agreement, effective as of September 7, 2011, by and between the Registrant and Philip C. Ranker. |
| |
| 10.2 (3) | | Exclusive License Agreement, effective as of March 13, 2012, by and between Marina Biotech, Inc. and ProNAi Therapeutics, Inc. |
| |
| 99.1 (1) | | Press release of Marina Biotech, Inc. dated March 14, 2012. |
| (1) | Previously filed as an exhibit to the Original Form 8-K. |
| (2) | Indicates management contract. |
| (3) | Filed herewith. Portions of the exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission. |
