Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Marina Biotech, Inc. | |
Entity Central Index Key | 737,207 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 97,169,153 | |
Trading Symbol | MRNA | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 216,441 | $ 105,347 |
Prepaid expenses and other assets | 184,676 | 211,133 |
Total current assets | 401,117 | 316,480 |
Intangible asset, net | 2,213,499 | 2,311,877 |
Goodwill | 3,502,829 | 3,558,076 |
Total Noncurrent assets | 5,716,328 | 5,869,953 |
Total assets | 6,117,445 | 6,186,433 |
Current liabilities | ||
Accounts payable | 618,756 | 663,261 |
Accrued expenses | 717,547 | 1,393,521 |
Due to related party | 200,333 | 83,166 |
Notes payable | 436,748 | 435,998 |
Convertible note payable to related party | 480,514 | 250,000 |
Fair value of liabilities for price adjustable warrants | 244,795 | 141,723 |
Total current liabilities | 2,698,693 | 2,967,669 |
Stockholders’ equity | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 97,099,877 and 89,771,379 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 582,599 | 538,628 |
Additional paid-in capital | 5,870,013 | 4,631,218 |
Accumulated deficit | (3,033,860) | (1,951,082) |
Total stockholders’ equity | 3,418,752 | 3,218,764 |
Total liabilities and stockholders’ equity | 6,117,445 | 6,186,433 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, Value | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, Value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value | $ 0.006 | $ 0.006 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 97,099,877 | 89,771,379 |
Common stock, shares outstanding | 97,099,877 | 89,771,379 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, shares issued | 1,020 | 1,020 |
Preferred stock, shares outstanding | 1,020 | 1,020 |
Preferred stock, liquidation Preference value | $ 5,100 | $ 5,100 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, shares issued | 60 | 60 |
Preferred stock, shares outstanding | 60 | 60 |
Preferred stock, liquidation Preference value | $ 300 | $ 300 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | ||
License and other revenues | ||
Operating expenses | ||
Personnel expenses | 306,922 | 83,982 |
Research and development | 73,431 | 4,978 |
Amortization | 98,378 | |
General and administrative | 488,522 | 25,231 |
Total operating expenses | 967,253 | 114,191 |
Loss from operations | (967,253) | (114,191) |
Other income (expense) | ||
Interest expense | (11,653) | |
Change in fair value liability of warrants | (103,072) | |
Total Other income (expense), net | (114,725) | |
Loss before provision for income taxes | (1,081,978) | (114,191) |
Provision for income taxes | 800 | |
Net loss | $ (1,082,778) | $ (114,191) |
Net loss per share – basic and diluted | $ (0.01) | $ 0 |
Weighted average shares outstanding | 94,073,396 | 38,999,995 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Equity (Capital Deficiency) (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 538,628 | $ 4,631,218 | $ (1,951,082) | $ 3,218,764 |
Balance, Shares at Dec. 31, 2016 | 89,771,379 | |||
Sale of common stock to related party | $ 5,172 | 244,828 | 250,000 | |
Sale of common stock to related party, shares | 862,068 | |||
Common stock issued for services | $ 1,800 | 52,200 | 54,000 | |
Common stock issued for services, shares | 300,000 | |||
Common stock issued for accounts payable | $ 36,923 | 911,007 | 947,930 | |
Common stock issued for accounts payable, shares | 6,153,684 | |||
Return of common stock for note receivable | $ (524) | (30,880) | (31,404) | |
Return of common stock for note receivable, shares | (87,254) | |||
Restricted stock issued to officer | $ 600 | 17,400 | 18,000 | |
Restricted stock issued to officer, shares | 100,000 | |||
Stock option compensation | 44,240 | 44,240 | ||
Net loss | (1,082,778) | (1,082,778) | ||
Balance at Mar. 31, 2017 | $ 582,599 | $ 5,870,013 | $ (3,033,860) | $ 3,418,752 |
Balance, Shares at Mar. 31, 2017 | 97,099,877 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (1,082,778) | $ (114,191) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 62,240 | |
Common shares issued for third party services | 54,000 | |
Warrants issued for services | 36,470 | |
Amortization | 98,378 | |
Goodwill adjustment | 55,247 | |
Fair value liabilities for price adjustable warrants | 103,072 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (4,947) | |
Accounts payable | (44,505) | 11,130 |
Accrued expenses | 278,156 | (59,166) |
Due to related party | 117,167 | (54,150) |
Net Cash used in operating activities | (363,970) | (179,907) |
Cash Flows from Financing Activities: | ||
Proceeds from sales of common stock to related party | 250,000 | |
Proceed from convertible note, related party | 225,064 | |
Net cash provided by financing activities | 475,064 | |
Increase (decrease) in cash | 111,094 | (179,907) |
Cash – Beginning of Period | 105,347 | 261,848 |
Cash - End of Period | 216,441 | 81,941 |
Supplementary Cash Flow Information: | ||
Interest paid | ||
Income taxes paid | 800 | |
Non-cash Investing and Financing Activities: | ||
Issuance of warrants for services | 36,470 | |
Common stock issued for accounts payable | 947,930 | |
Return of common stock for note receivable | $ 31,404 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations, Basis of Presentation and Significant Accounting Policies | Note 1 – Nature of Operations, Basis of Presentation and Significant Accounting Policies Reverse Merger with IThenaPharma On November 15, 2016, Marina Biotech, Inc. and subsidiaries (“Marina” or the “Company”) entered into, and consummated the transactions contemplated by, an Agreement and Plan of Merger between and among IThenaPharma Inc., a Delaware corporation (“IThena”), IThena Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Marina (“Merger Sub”), and Vuong Trieu as the IThena representative (the “Merger Agreement”), pursuant to which IThena merged into Merger Sub (the “Merger”). Upon completion of the Merger and subject to the applicable provisions of the Merger Agreement, Merger Sub has ceased to exist and IThena continues as the surviving corporation of the Merger and as a wholly-owned subsidiary of Marina. As consideration for the Merger, Marina issued to the former shareholders of IThena 58,392,828 shares of the Company’s common stock, representing approximately 65% of the issued and outstanding shares of Marina’s common stock following the completion of the Merger. Outstanding warrants to purchase 300,000 shares of common stock of IThena were converted into warrants to purchase common stock of Marina. In addition, Marina appointed Vuong Trieu, the president of IThena, as the Chairman of the Board of Directors of Marina, effective November 15, 2016. Dr. Trieu, in his capacity as the IThena representative, later appointed Philippe P. Calais, Ph.D., as a member of the Board of Directors of Marina effective December 8, 2016, pursuant to the rights granted to the former shareholders of IThena in the Merger Agreement. As the former shareholders of IThena control greater than 50% of the Company subsequent to the Merger, for accounting purposes, the Merger was treated as a “reverse acquisition” and IThena is considered the accounting acquirer. Accordingly, IThena’s historical results of operations replace Marina’s historical results of operations for all periods prior to the Merger, and for all periods following the Merger, the results of operations of both companies are included. IThena accounted for the acquisition of Marina under the purchase accounting method following completion. The purchase price of approximately $3.7 million represents the consideration in the reverse merger transaction and is calculated based on the number of shares of common stock of the combined company that Marina stockholders owned as of the closing of the transaction and the fair value of assets and liabilities assumed by IThena. The number of shares of common stock Marina issued to IThena stockholders is calculated pursuant to the terms of the Merger Agreement based on Marina common stock outstanding as of November 15, 2016, as follows: Shares of Marina common stock outstanding as of November 15, 2016 31,378,551 Divided by the percentage of Marina ownership of combined company 35 % Adjusted total shares of common stock of combined company 89,771,379 Multiplied by the assumed percentage of IThena ownership of combined company 65 % Shares of Marina common stock issued to IThena upon closing of transaction 58,392,828 The application of the acquisition method of accounting is dependent upon certain valuations and other studies that have yet to be completed. The purchase price allocation will remain preliminary until IThena management determines the fair values of assets acquired and liabilities assumed. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable after completion of the transaction and will be based on the fair values of the assets acquired and liabilities assumed as of the transaction closing date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented. The purchase price as of March 31, 2017 has been allocated based on a preliminary estimate of the fair value of assets acquired and liabilities assumed: Assets and Liabilities Acquired: Cash $ 5,867 Net current liabilities assumed (excluding cash) (1,871,725 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 169,170 Goodwill 3,502,829 Purchase price $ 3,672,000 The above estimated purchase allocation and goodwill valuation reflects changes in fair value determinations of $55,246 for the three months ended March 31, 2017 and approximately $1,238,000 since the merger date. In connection with the Merger, Marina entered into a License Agreement with Autotelic LLC, a stockholder of IThena and an entity in which Dr. Trieu serves as Chief Executive Officer, pursuant to which (A) Marina licensed to Autotelic LLC certain patent rights, data and technology relating to Familial Adenomatous Polyposis and nasal insulin, for human therapeutics other than for oncology-related therapies and indications, and (B) Autotelic LLC licensed to Marina certain patent rights, data and know-how relating to IT-102 and IT-103, in connection with individualized therapy of pain using a non-steroidal anti-inflammatory drug and an anti-hypertensive without inducing intolerable edema, and treatment of certain aspects of proliferative disease, but not including rights to IT-102/IT-103 for Therapeutic Drug Monitoring (“TDM”) guided dosing for all indications using an Autotelic Inc. TDM Device. We also granted a right of first refusal to Autotelic LLC with respect to any license by us of the rights licensed by or to us under the License Agreement in any cancer indication outside of gastrointestinal cancers. On November 15, 2016, simultaneously with the Merger, Autotelic Inc., a related party, acquired a technology asset (IT-101) from IThena, and IThena’s investment of $479 in a foreign entity from the Company. In exchange for the asset, Autotelic Inc. agreed to cancel its stock purchase warrant agreements (see below), received all of IThena’s then cash balance as payment against the liabilities and agreed to assume the remaining debts and liabilities of IThena, including accounts payable of $71,560, accrued expenses of $11,470, due to related party of $5,375, other liabilities of $118,759, convertible note of $50,000, and accrued interest payable of $567. IThena recognized contributed capital of $257,252 in connection with this transaction. In connection with the Merger, Marina entered into a Line Letter dated November 15, 2016 with Dr. Trieu, our Chairman of the Board, for an unsecured line of credit to be used for current operating expenses in an amount not to exceed $540,000, of which $475,064 had been drawn at March 31, 2017 and $250,000 had been drawn at December 31, 2016. Dr. Trieu considered requests for advances under the Line Letter until April 30, 2017. Dr. Trieu has the right at any time for any reason in his sole and absolute discretion to terminate the line of credit available under the Line Letter or to reduce the maximum amount available thereunder without notice; provided, that Dr. Trieu agreed that he shall not demand the repayment of any advances that are made under the Line Letter prior to the earlier of: (i) May 15, 2017; and (ii) the date on which (x) we make a general assignment for the benefit of our creditors, (y) we apply for or consent to the appointment of a receiver, a custodian, a trustee or liquidator of all or a substantial part of our assets or (z) we cease operations. Dr. Trieu has advanced an aggregate of $475,064 under the Line Letter. Advances made under the Line Letter bear interest at the rate of five percent (5%) per annum, are evidenced by the Demand Promissory Note issued by us to Dr. Trieu, and are due and payable upon demand by Dr. Trieu. Dr. Trieu has the right, exercisable by delivery of written notice thereof (the “Election Notice”), to either: (i) receive repayment for the entire unpaid principal amount advanced under the Line Letter and the accrued and unpaid interest thereon on the date of the delivery of the Election Notice (the “Outstanding Balance”) or (ii) convert the Outstanding Balance into such number of shares of our common stock as is equal to the quotient obtained by dividing (x) the Outstanding Balance by (y) $0.10 (such price, the “Conversion Price”); provided, that in no event shall the Conversion Price be lower than the lower of (x) $0.28 per share or (y) the lowest exercise price of any securities that have been issued by us in a capital raising transaction (and that would otherwise reduce the exercise price of any other outstanding warrants issued by us) during the period between November 15, 2016 and the date of the delivery of the Election Notice. No capital raising transactions have occurred through the date of this filing with securities at a price lower than $0.28 per share. Further, we entered into a Master Services Agreement (“MSA”) with Autotelic Inc., a stockholder of IThena, pursuant to which Autotelic Inc. agreed to provide certain business functions and services from time to time during regular business hours at our request. See Note 3 for specific terms of the MSA. On November 15, 2016, Marina agreed to issue to Novosom Verwaltungs GmbH (“Novosom”) 1.5 million shares of common stock upon the closing of the Merger in consideration of Novosom’s agreement that the consummation of the Merger would not constitute a “Liquidity Event” under that certain Asset Purchase Agreement dated as of July 27, 2010 between and among Marina, Novosom and Steffen Panzner, Ph.D., and thus that no additional consideration under such agreement would be due to Novosom as a result of the consummation of the Merger. In July 2016, Marina pledged to issue common stock valued at approximately $15,000 to Novosom for the portion due under our July 2010 Asset Purchase Agreement with Novosom, related to Marina’s license agreement with an undisclosed licensee that grants such licensee rights to use Marina’s technology and intellectual property to develop and commercialize products combining certain molecules with Marina’s liposomal delivery technology known as NOV582. In November 2016, we issued 119,048 shares with a value of approximately $15,000 to Novosom as the equity component owed under our July 2016 license agreement. Business Operations IThenaPharma, Inc. IThena is a developer of personalized therapies for combined pain/hypertension through its proprietary Fixed Dose Combination (“FDC”) technology and point of care TDM. Through the combination of these technologies, IThenaPharma is looking to deliver therapies with improved compliance and personalized dosing. IThena’s lead products are the celecoxib FDCs which include IT-102 and IT-103, fixed dose combinations of celecoxib and lisinopril and celecoxib and olmesartan, respectively. IT-102 and IT-103 are being developed as celecoxib without the drug induced edema associated with celecoxib alone. IT-102 and IT-103 are being developed initially for combined arthritis / hypertension and subsequently for treatment of pain, or cancer, or other indications requiring high doses of celecoxib. Marina Biotech, Inc Marina Biotech, Inc. (“Marina”) is a biopharmaceutical company engaged in the discovery, acquisition, development and commercialization of proprietary drug therapeutics for addressing significant unmet medical needs in the U.S., Europe and additional international markets. Marina’s primary therapeutic focus is the disease intersection of hypertension, arthritis, pain, and oncology allowing for innovative combination therapies of the plethora of already approved drugs and the proprietary novel oligotherapeutics of Marina. Marina currently has three clinical development programs underway: (i) next generation celecoxib program drug candidates IT-102 and IT-103, each of which is a fixed dose combination of celecoxib and either lisinopril (IT-102) or olmesartan (IT-103); (ii) CEQ508, an oral delivery of small interfering RNA (“siRNA”) against beta-catenin, combined with IT-102 to suppress polyps in the precancerous syndrome and orphan indication of Familial Adenomatous Polyposis (“FAP”); and (iii) CEQ508 combined with IT-103 to treat Colorectal Cancer (“CRC”). Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or for any future period. Principles of Consolidation The consolidated financial statements include the accounts of IThenaPharma Inc. and Marina Biotech, Inc. and the wholly-owned subsidiaries, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. Going Concern and Management’s Liquidity Plans The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2017, we had an accumulated deficit of $3,033,860 and a negative working capital of $2,297,576. We anticipate that we will continue to incur operating losses as we execute our plan to raise additional funds and investigate strategic and business development initiatives. In addition, we have had and will continue to have negative cash flows from operations. We have previously funded our losses primarily through the sale of common and preferred stock and warrants, the sale of notes, revenue provided from our license agreements and, to a lesser extent, equipment financing facilities and secured loans. In 2016 and 2015, we funded operations with a combination of the issuance of notes and preferred stock, and license-related revenues. At March 31, 2017, we had a cash balance of $216,441. Our operating activities consume the majority of our cash resources. There is substantial doubt about our ability to continue as a going concern, which may affect our ability to obtain future financing or engage in strategic transactions, and may require us to curtail our operations. We cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Significant areas requiring the use of management estimates include valuation allowance for deferred income tax assets. Actual results could differ from such estimates under different assumptions or circumstances. Fair Value of Financial Instruments We consider the fair value of cash, accounts payable, due to related parties, notes payable, convertible notes payable and accrued liabilities not to be materially different from their carrying value. These financial instruments have short-term maturities. We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes, using the probability adjusted Black-Scholes option pricing model (“Black-Scholes”), which management has determined approximates values using more complex methods, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2016 and March 31, 2017: Balance at December 31, 2016 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Significant unobservable inputs Liabilities: Fair value liability for price adjustable warrants $ 141,723 $ - $ - $ 141,723 Total liabilities at fair value $ 141,723 $ - $ - $ 141,723 Balance at March 31, 2017 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 inputs Liabilities: Fair value liability for price adjustable warrants $ 244,795 $ - $ - $ 244,795 Total liabilities at fair value $ 244,795 $ - $ - $ 244,795 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended March 31, 2017: Fair value liability for price adjustable warrants Balance at December 31, 2016 $ 141,723 Fair value of warrants issued - Exercise of warrants - Change in fair value included in condensed consolidated statement of operations 103,072 Balance at March 31, 2017 $ 244,795 The fair value liability of price adjustable warrants for the three months ended March 31, 2017 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $0.28 to $0.75, stock price of $0.28, volatility of 123% to 184%, contractual lives of 2.5 to 6 years, and risk free rates of 0.62% to 1.93%. Impairment of Long-Lived Assets We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets at least annually at December 31. When necessary, we record charges for impairments. Specifically: ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as acquired in-process R&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. Management determined that no impairment indicators were present and that no impairment charges were necessary as of March 31, 2017 or December 31, 2016. Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of common stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. Net income (loss) is adjusted for the dilutive effect of the change in fair value liability for price adjustable warrants, if applicable. The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Three Months Ended March 31, 2017 2016 Stock options outstanding 2,334,000 - Warrants 27,029,995 139,173 Convertible Notes Payable 1,716,123 - Total 31,080,118 139,173 Subsequent Events Except for the event(s) discussed in Note 9, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 2 – Intangible Assets As part of the Merger, the Company allocated $3,502,829 to goodwill. Additionally, a substantial portion of the assets acquired were allocated to identifiable intangible assets. The fair value of the identifiable intangible asset is determined primarily using the “income approach,” which requires a forecast of all the expected future cash flows. The following table summarizes the estimated fair value of the identifiable intangible asset acquired, their useful life, and method of amortization: Estimated Fair Value Estimated Useful Life (Years) Annual Amortization Expense Intangible asset $ 2,361,066 6 $ 393,511 The net intangible asset was $2,213,499, net of accumulated amortization of $147,567, as of March 31, 2017. Amortization expense was $98,378 and $0 for the three months ended March 31, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 - Related Party Transactions Due to Related Party The Company and other related entities have a commonality of ownership and/or management control, and as a result, the reported operating results and /or financial position of the Company could significantly differ from what would have been obtained if such entities were autonomous. The Company has a Master Services Agreement (“MSA”) with a related party, Autotelic Inc., effective January 1, 2015. Autotelic Inc. owns less than 10% of the Company. The MSA states that Autotelic Inc. will provide business functions and services to the Company and allows Autotelic Inc. to charge the Company for these expenses paid on its behalf. The MSA includes personnel costs allocated based on amount of time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf of the Company. The MSA between Marina and Autotelic Inc. was effective on the reverse merger date of November 15, 2016. During the period commencing January 1, 2015 (the “Effective Date”) and ending on the date that the Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 (the “Equity Financing Date”), the Company shall pay Autotelic the following compensation: cash in an amount equal to the actual labor cost (paid on a monthly basis), plus warrants for shares of the Company’s common stock with a strike price equal to the fair market value of the Company’s common stock at the time said warrants are issued. The Company shall also pay Autotelic for the services provided by third party contractors plus 20% mark up. The warrant price per share is calculated based on the Black-Scholes model. After the Equity Financing Date, the Company shall pay Autotelic Inc. a cash amount equal to the actual labor cost plus 100% mark up of provided services and 20% mark up of provided services by third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, Contract Manufacturing Organizations (“CMO”), U.S. Food & Drug Administration (“FDA”) regulatory process, Contract Research Organizations (“CRO”) and Chemistry and Manufacturing Controls (“CMC”). In accordance with the MSA, Autotelic Inc. billed the Company for personnel and service expenses Autotelic Inc. incurred on behalf of the Company. Personnel cost charged by Autotelic Inc. were $158,140 and $41,991 for the three months ended on March 31, 2017 and 2016, respectively. For the three months ended March 31, 2017 and 2016, Autotelic Inc. billed a total of $213,103 and $72,231, including personnel costs (above), respectively. The unpaid balance of $200,333 is recorded as due to related party in the accompanying balance as of March 31, 2017. The Company agreed to issue warrants at a future date for the remaining balance due of $178,572, which is included in accrued expenses as of March 31, 2017. Convertible Notes Payable In July 2016, IThena issued convertible promissory notes with an aggregate principal balance of $50,000 to related-party investors. Borrowings under each of these convertible notes bore interest at 3% per annum and these notes mature on June 30, 2018. Upon the completion of certain funding events, the Company has the right to convert the outstanding principal amount of these notes into shares of the Company’s common stock at $1.80 per share. The notes were assumed by Autotelic Inc. on November 15, 2016 as part of its acquisition of the technology asset (IT-101). Convertible Notes Payable, Dr. Trieu In connection with the Merger, Marina entered into the Line Letter dated November 15, 2016 with Dr. Trieu, our Chairman of the Board, for an unsecured line of credit in an amount not to exceed $540,000, to be used for current operating expenses, as described in Note 1 above. Dr. Trieu has advanced an aggregate of $475,064 under the Line Letter as of March 31, 2017. Accrued interest on the Line Letter was $5,450 as of March 31, 2017 and is included in convertible notes payable to related parties on the accompanying balance sheets. On April 4, 2017, the Company entered into a Line Letter with Autotelic Inc., a stockholder of IThenaPharma that became the holder of 5,255,354 shares of Marina common stock as a result of the Merger, and an entity of which Dr. Trieu serves as Chairman of the Board, for an unsecured line of credit in an amount not to exceed $500,000, to be used for current operating expenses. Autotelic Inc. will consider requests for advances under the Line Letter until September 1, 2017. Autotelic Inc. shall have the right at any time for any reason in its sole and absolute discretion to terminate the line of credit available under the Line Letter or to reduce the maximum amount available thereunder without notice; provided, that Autotelic Inc. agreed that it shall not demand the repayment of any advances that are made under the Line Letter prior to the earlier of: (i) October 4, 2017; and (ii) the date on which (x) we make a general assignment for the benefit of our creditors, (y) we apply for or consents to the appointment of a receiver, a custodian, a trustee or liquidator of all or a substantial part of our assets or (z) we cease operations. Advances made under the Line Letter shall bear interest at the rate of five percent (5%) per annum, shall be evidenced by the Demand Promissory Note issued to Autotelic Inc., and shall be due and payable upon demand by Autotelic, Inc. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable Note Purchase Agreement On June 20, 2016, Marina entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which Marina issued to the Purchasers unsecured promissory notes in the aggregate principal amount of $300,000 (the “Notes”). Interest shall accrue on the unpaid principal balance of the Notes at the rate of 12% per annum beginning on September 20, 2016. The Notes will become due and payable on June 20, 2017, provided, that, upon the closing of a financing transaction that occurs while the Notes are outstanding, each Purchaser shall have the right to either: (i) accelerate the maturity date of the Note held by such Purchaser or (ii) convert the entire outstanding principal balance under the Note held by such Purchaser and accrued interest thereon into Marina’s securities that are issued and sold at the closing of such financing transaction. Further, if we at any time while the Notes are outstanding receive any cash payments in the aggregate amount of not less than $250,000, as a result of the licensing, partnering or disposition of any of the technology held by us or any related product or asset, we shall pay to the holders of the Notes, on a pro rata basis, an amount equal to 25% of each payment actually received by us, which payments shall be applied against the outstanding principal balance of the Notes and the accrued and unpaid interest thereon, until such time as the Notes are repaid in full. As of March 31, 2017, the accrued interest expense on the Notes amounted to $21,225, with a total balance of principal and interest of $321,225. In the Purchase Agreement, Marina agreed: (x) to extend the termination date of all of the warrants to purchase shares of Marina common stock (such warrants, the “Prior Warrants”) that were delivered to the purchasers pursuant to that certain Note and Warrant Purchase Agreement, dated as of February 10, 2012 between Marina and the purchasers identified on the signature pages thereto, as it has been amended to date, to February 10, 2020 and (y) to extend the exercise price protection afforded of the Prior Warrants so that such protection would apply to any financing transaction effected on or prior to June 19, 2017 (with any such adjustment only applying to 80% of the Prior Warrants, and with such protection not resulting in the issuance of any additional shares of Marina common stock). As the Prior Warrants were already recorded at fair value as a result of price adjustable terms, the impacts of the modification of the terms is included in the change in fair value of price adjustable warrants in the statement of operations. These notes were assumed by IThena in connection with the Merger. Note Payable – Service Provider On December 28, 2016, we entered into an Agreement and Promissory Note with a law firm for past services performed totaling $121,523. The note calls for monthly payments of $6,000 per month, beginning with an initial payment on March 31, 2017. The note is unsecured and non-interest bearing. The note will be considered paid in full if the Company pays $100,000 by December 31, 2017. The balance due on the note was $115,523 as of March 31, 2017. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5 – Stockholders’ Equity Preferred Stock Marina designated 1,000 shares as Series B Preferred Stock (“Series B Preferred”) and 90,000 shares as Series A Junior Participating Preferred Stock (“Series A Preferred”). No shares of Series B Preferred or Series A Preferred are outstanding. In March 2014, Marina designated 1,200 shares as Series C Convertible Preferred Stock (“Series C Preferred”). In August 2015, Marina designated 220 shares as Series D Convertible Preferred Stock (“Series D Preferred”). In August 2015, Marina entered into a Securities Purchase Agreement with certain investors pursuant to which Marina sold 220 shares of Series D Preferred, and warrants to purchase up to 3.44 million shares of Marina’s common stock at an initial exercise price of $0.40 per share before August 2021, for an aggregate purchase price of $1.1 million. Marina incurred $0.01 million of stock issuance costs in conjunction with the Series D Preferred, which were netted against the proceeds. The warrants issued in connection with Series D Preferred contain an exercise price protection provision whereby the exercise price per share to purchase common stock covered by these warrants is subject to reduction in the event of certain dilutive stock issuances at any time within two years of the issuance date, but not to be reduced below $0.28 per share. Any such adjustment will not result in the issuance of any additional shares of Marina’s common stock. Each share of Series D Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.40 per share. The Series D Preferred is initially convertible into an aggregate of 2,750,000 shares of Marina’s common stock, subject to certain limitations and adjustments, has a 5% stated dividend rate, is not redeemable and has voting rights on an as-converted basis. To account for the issuance of the Series D Preferred and warrants, Marina first assessed the terms of the warrants and determined that, due to the exercise price protection provision, they should be recorded as derivative liabilities. Marina determined the fair value of the warrants on the issuance date and recorded a liability and a discount of $0.6 million on the Series D Preferred resulting from the allocation of proceeds to the warrants. Marina then determined the effective conversion price of the Series D Preferred which resulted in a beneficial conversion feature of $0.7 million. The beneficial conversion feature was recorded as both a debit and a credit to additional paid-in capital and as a deemed dividend on the Series D Preferred in determining net income applicable to common stock holders in the consolidated statements of operations. Each share of Series C Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.75 per share. In June 2015, an investor converted 90 shares of Series C Preferred into 600,000 shares of common stock with a value of $0.54 per share. In November 2015, an investor converted an additional 90 shares of Series C Preferred into 600,000 shares of common stock with a value of $0.31 per share. Also in November 2015, an investor converted 50 shares of Series D Preferred into 625,000 shares of common stock with a value of $0.28 per share. In February 2016, an investor converted 110 shares of Series D Preferred into 1,375,000 shares of common stock with a value of $0.15 per share. Common Stock Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock. Subject to the rights of the holders of any class of our capital stock having any preference or priority over our common stock, the holders of our common stock are entitled to receive dividends that are declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in our net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. Our common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of our common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights. Our common stock currently trades on the OTCQB tier of the OTC Markets. In February 2017, we entered into two privately negotiated transactions pursuant to which we issued an aggregate of 6,153,684 shares of our common stock for an effective price per share of $0.29 to settle aggregate liability of approximately $948,000, which is reflected in accrued expenses as of December 31, 2016. In February 2017, we issued 300,000 shares of our common stock with a fair value of $0.18 per share to a consultant providing investment advisory services. In February 2017, we issued 100,000 restricted shares of our common stock with a fair value of $0.14 per share to our CEO for services. On February 6, 2017, we entered into a Stock Purchase Agreement with LipoMedics, a related party, pursuant to which we issued to LipoMedics an aggregate of 862,068 shares of our common stock for a total purchase price of $250,000. On March 31, 2017, we entered into a Settlement Agreement, whereby a note receivable for $45,000 was settled with a cash payment by the note holder to the Company of $14,049, the surrender of 60,000 warrants, and the surrender of 87,254 shares of common stock held by the noteholder, which were cancelled effective March 31, 2017. Warrants As of March 31, 2017, there were 27,029,995 warrants outstanding, with a weighted average exercise price of $0.43 per share, and annual expirations as follows: Expiring in 2017 2,100,545 Expiring in 2018 113,831 Expiring in 2019 6,000,000 Expiring in 2020 11,890,792 Expiring in 2021 3,437,500 Expiring thereafter 3,487,327 27,029,995 |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Note 6 — Stock Incentive Plans Stock Options Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2016 1,688,106 $ 3.68 Options granted 646,000 0.17 Options expired (106 ) 526.40 Outstanding, March 31, 2017 2,334,000 2.69 Exercisable, March 31, 2017 1,931,000 $ 3.21 The following table summarizes additional information on Marina’s stock options outstanding at March 31, 2017: Options Outstanding Options Exercisable Range of Exercise Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.10 140,000 4.63 $ 0.10 140,000 $ 0.10 $ 0.17 - .018 646,000 4.80 0.17 243,000 0.17 $ 0.26 - 0.82 484,000 3.24 0.46 484,000 0.46 $ 1.07 - $2.20 1,021,500 6.24 1.07 1,021,500 1.07 $ 47.60 - $87.60 21,000 1.19 67.60 21,000 67.60 $ 127.60 - $207.60 21,500 1.19 158.30 21,500 158.30 Totals 2,334,000 5.03 $ 3.68 1,931,000 $ 3.21 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.08 In January 2017, the Company granted a total of 486,000 stock options to directors and officers for services. One-half of the options vest immediately and one-half of the options vest on the one year anniversary of the grant date. The options have an exercise price of $0.17 and a five-year term. In February 2017, the Company granted a total of 160,000 stock options to key employees for services. The options vest on the one year anniversary of the grant date, have an exercise price of $0.18, and have a five-year term. At March 31, 2017, we had $51,901 of total unrecognized compensation expense related to unvested stock options. Total expense related to stock options was $44,240 for the three months ended March 31, 2017. At March 31, 2017, the intrinsic value of options outstanding or exercisable was $99,300 as there were 1,018,000 options outstanding with an exercise price less than $0.28, the per share closing market price of our common stock at that date. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 7 — Intellectual Property and Collaborative Agreements Novosom Agreements In July 2010, Marina entered into an agreement pursuant to which Marina acquired intellectual property for Novosom’s SMARTICLES-based liposomal delivery system. In February 2016, Marina issued Novosom 0.21 million shares of common stock valued at $0.06 million. In March 2016, Marina entered into a license agreement covering certain of Marina’s platforms for the delivery of an undisclosed genome editing technology. Under the terms of the agreement, Marina received an upfront license fee of $0.25 million and could receive up to $40 million in success-based milestones. In April 2016, Marina issued Novosom 0.47 million shares of common stock valued at $0.075 million for amounts due under this agreement. In July 2016, Marina entered into a license agreement with an undisclosed licensee that grants such licensee rights to use Marina’s technology and intellectual property to develop and commercialize products combining certain molecules with Marina’s liposomal delivery technology known as NOV582. Under the terms of this agreement, the licensee agreed to pay to us an upfront license fee in the amount of $0.35 million (to be paid in installments through the end of 2017), along with milestone payments on a per-licensed-product basis and royalty payments in the low single digit percentages. As of September 30, 2016, Marina had received $0.05 million per the terms of this license agreement. In November 2016, we issued 0.12 million shares with a value of $0.015 million to Novosom as the equity component owed under Marina’s July 2016 license agreement. Arrangements with LipoMedics On February 6, 2017, we entered into a License Agreement (the “License Agreement”) with LipoMedics, Inc., a related party (“LipoMedics”), pursuant to which, among other things, we provided to LipoMedics a license to our SMARTICLES platform for further development of Lipomedics’s proprietary phospholipid nanoparticles that can deliver protein, small molecule drugs, and peptides. These are not currently being developed at Marina Biotech and Marina Biotech has no IP around these products. On the same date, we also entered into a Stock Purchase Agreement with LipoMedics pursuant to which we issued to LipoMedics an aggregate of 862,068 shares of our common stock for a total purchase price of $250,000. Under the terms of the License Agreement, we could receive up to $90 million in success-based milestones based on commercial sales of licensed products. In addition, if LipoMedics determines to pursue further development and commercialization of products under the License Agreement, LipoMedics agreed, in connection therewith, to purchase shares of our common stock for an aggregate purchase price of $500,000, with the purchase price for each share of common stock being the greater of $0.29 or the volume weighted average price of our common stock for the thirty (30) trading days immediately preceding the date on which LipoMedics notifies us that it intends to pursue further development or commercialization of a licensed product. If LipoMedics breaches the License Agreement, we shall have the right to terminate the License Agreement effective sixty (60) days following delivery of written notice to LipoMedics specifying the breach, if LipoMedics fails to cure such material breach within such sixty (60) day period. LipoMedics may terminate the License Agreement by giving thirty (30) days’ prior written notice to us. Vuong Trieu, Ph.D., the Chairman of the Board of Directors of the Company (the “Board”), is the Chairman of the Board and Chief Operating Officer of LipoMedics. In consideration Lipomedics agreed to the following fee schedule: 1) Evaluations License Fee. Simultaneous with the execution and delivery of this Agreement, Lipomedics shall enter into a Stock Purchase Agreement in form and substance reasonably acceptable to Marina and Lipomedics, pursuant to which Marina will sell to Lipomedics shares of the common stock of Marina for an aggregate purchase price of $250,000, with the purchase price for each share of Marina common stock being $0.29. 2) Commercial License Fee. Unless this Agreement is earlier terminated, within thirty (30) days following Lipomedics’s delivery of an Evaluation Notice advising that it intends to pursue, or cause to be pursued, further development and commercialization of Licensed Products. 3) For up to and including three Licensed Products, Lipomedics shall pay to Marina a milestone (collectively the “Sales Milestones”) of Ten Million Dollars ($10,000,000) upon reaching Commercial Sales in the Territory in any given twelve month period equal to or greater than Five Hundred Million Dollars ($500,000,000) for a given Licensed Product and of Twenty Million Dollars ($20,000,000) upon reaching Commercial Sales in any given twelve month period equal to or greater than One Billion Dollars ($1,000,000,000) for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale targets are met. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Litigation Because of the nature of the Company’s activities, the Company is subject to claims and/or threatened legal actions, which arise out of the normal course of business. Management is currently not aware of any pending lawsuits. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events On April 13, 2017, the Company entered into a Compromise and Release Agreement to settle $36,047 due to a service provider for $15,957 in cash and $20,090 of the Company’s common stock at $0.29 per share (for a total issuance of 69,276 shares). The Company issued 69,276 shares to the service provider in May 2017. |
Nature of Operations, Basis o16
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or for any future period. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of IThenaPharma Inc. and Marina Biotech, Inc. and the wholly-owned subsidiaries, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. |
Going Concern and Plan of Operations | Going Concern and Management’s Liquidity Plans The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2017, we had an accumulated deficit of $3,033,860 and a negative working capital of $2,297,576. We anticipate that we will continue to incur operating losses as we execute our plan to raise additional funds and investigate strategic and business development initiatives. In addition, we have had and will continue to have negative cash flows from operations. We have previously funded our losses primarily through the sale of common and preferred stock and warrants, the sale of notes, revenue provided from our license agreements and, to a lesser extent, equipment financing facilities and secured loans. In 2016 and 2015, we funded operations with a combination of the issuance of notes and preferred stock, and license-related revenues. At March 31, 2017, we had a cash balance of $216,441. Our operating activities consume the majority of our cash resources. There is substantial doubt about our ability to continue as a going concern, which may affect our ability to obtain future financing or engage in strategic transactions, and may require us to curtail our operations. We cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Significant areas requiring the use of management estimates include valuation allowance for deferred income tax assets. Actual results could differ from such estimates under different assumptions or circumstances. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We consider the fair value of cash, accounts payable, due to related parties, notes payable, convertible notes payable and accrued liabilities not to be materially different from their carrying value. These financial instruments have short-term maturities. We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes, using the probability adjusted Black-Scholes option pricing model (“Black-Scholes”), which management has determined approximates values using more complex methods, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2016 and March 31, 2017: Balance at December 31, 2016 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Significant unobservable inputs Liabilities: Fair value liability for price adjustable warrants $ 141,723 $ - $ - $ 141,723 Total liabilities at fair value $ 141,723 $ - $ - $ 141,723 Balance at March 31, 2017 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 inputs Liabilities: Fair value liability for price adjustable warrants $ 244,795 $ - $ - $ 244,795 Total liabilities at fair value $ 244,795 $ - $ - $ 244,795 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended March 31, 2017: Fair value liability for price adjustable warrants Balance at December 31, 2016 $ 141,723 Fair value of warrants issued - Exercise of warrants - Change in fair value included in condensed consolidated statement of operations 103,072 Balance at March 31, 2017 $ 244,795 The fair value liability of price adjustable warrants for the three months ended March 31, 2017 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $0.28 to $0.75, stock price of $0.28, volatility of 123% to 184%, contractual lives of 2.5 to 6 years, and risk free rates of 0.62% to 1.93%. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets at least annually at December 31. When necessary, we record charges for impairments. Specifically: ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as acquired in-process R&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. Management determined that no impairment indicators were present and that no impairment charges were necessary as of March 31, 2017 or December 31, 2016. |
Net Income (Loss) Per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of common stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. Net income (loss) is adjusted for the dilutive effect of the change in fair value liability for price adjustable warrants, if applicable. The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Three Months Ended March 31, 2017 2016 Stock options outstanding 2,334,000 - Warrants 27,029,995 139,173 Convertible Notes Payable 1,716,123 - Total 31,080,118 139,173 |
Subsequent Event | Subsequent Events Except for the event(s) discussed in Note 9, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. |
Nature of Operations, Basis o17
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Merger Agreement Based On Common Stock Outstanding | The number of shares of common stock Marina issued to IThena stockholders is calculated pursuant to the terms of the Merger Agreement based on Marina common stock outstanding as of November 15, 2016, as follows: Shares of Marina common stock outstanding as of November 15, 2016 31,378,551 Divided by the percentage of Marina ownership of combined company 35 % Adjusted total shares of common stock of combined company 89,771,379 Multiplied by the assumed percentage of IThena ownership of combined company 65 % Shares of Marina common stock issued to IThena upon closing of transaction 58,392,828 |
Schedule Estimate of the Fair Value of Assets Acquired and Liabilities | The purchase price as of March 31, 2017 has been allocated based on a preliminary estimate of the fair value of assets acquired and liabilities assumed: Assets and Liabilities Acquired: Cash $ 5,867 Net current liabilities assumed (excluding cash) (1,871,725 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 169,170 Goodwill 3,502,829 Purchase price $ 3,672,000 |
Schedule of Liabilities Measured at Fair Value On a Recurring Basis | The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2016 and March 31, 2017: Balance at December 31, 2016 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Significant unobservable inputs Liabilities: Fair value liability for price adjustable warrants $ 141,723 $ - $ - $ 141,723 Total liabilities at fair value $ 141,723 $ - $ - $ 141,723 Balance at March 31, 2017 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 inputs Liabilities: Fair value liability for price adjustable warrants $ 244,795 $ - $ - $ 244,795 Total liabilities at fair value $ 244,795 $ - $ - $ 244,795 |
Schedule of Fair Value Liability of Price Adjustable Warrants Determined by Level 3 | The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended March 31, 2017: Fair value liability for price adjustable warrants Balance at December 31, 2016 $ 141,723 Fair value of warrants issued - Exercise of warrants - Change in fair value included in condensed consolidated statement of operations 103,072 Balance at March 31, 2017 $ 244,795 |
Schedule of Anti-dilutive Securities | The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Three Months Ended March 31, 2017 2016 Stock options outstanding 2,334,000 - Warrants 27,029,995 139,173 Convertible Notes Payable 1,716,123 - Total 31,080,118 139,173 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes the estimated fair value of the identifiable intangible asset acquired, their useful life, and method of amortization: Estimated Fair Value Estimated Useful Life (Years) Annual Amortization Expense Intangible asset $ 2,361,066 6 $ 393,511 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Expiring in 2017 2,100,545 Expiring in 2018 113,831 Expiring in 2019 6,000,000 Expiring in 2020 11,890,792 Expiring in 2021 3,437,500 Expiring thereafter 3,487,327 27,029,995 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2016 1,688,106 $ 3.68 Options granted 646,000 0.17 Options expired (106 ) 526.40 Outstanding, March 31, 2017 2,334,000 2.69 Exercisable, March 31, 2017 1,931,000 $ 3.21 |
Schedule of Summary of Additional Information On Stock Options Outstanding | The following table summarizes additional information on Marina’s stock options outstanding at March 31, 2017: Options Outstanding Options Exercisable Range of Exercise Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.10 140,000 4.63 $ 0.10 140,000 $ 0.10 $ 0.17 - .018 646,000 4.80 0.17 243,000 0.17 $ 0.26 - 0.82 484,000 3.24 0.46 484,000 0.46 $ 1.07 - $2.20 1,021,500 6.24 1.07 1,021,500 1.07 $ 47.60 - $87.60 21,000 1.19 67.60 21,000 67.60 $ 127.60 - $207.60 21,500 1.19 158.30 21,500 158.30 Totals 2,334,000 5.03 $ 3.68 1,931,000 $ 3.21 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.08 |
Nature of Operations, Basis o21
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 15, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Common stock, issued | 97,099,877 | 89,771,379 | ||||||
Accounts payable | $ 618,756 | $ 663,261 | ||||||
Accrued expenses | 717,547 | 1,393,521 | ||||||
Due to related party | 200,333 | 83,166 | ||||||
Accrued Interest Payable | 21,225 | |||||||
Sale of common stock to related party, shares | 470,000 | 210,000 | ||||||
Stock issued during period, value | 250,000 | |||||||
Accumulated deficit | 3,033,860 | 1,951,082 | ||||||
Negative working | 2,297,576 | |||||||
Cash balance | $ 216,441 | 105,347 | $ 81,941 | $ 261,848 | ||||
Warrant[Member] | ||||||||
Warrants to purchase shares | 300,000 | |||||||
Stock price | $ 0.28 | |||||||
Warrant[Member] | Minimum [Member] | ||||||||
Fair value of exercise price per share | $ 0.28 | |||||||
Fair value of volatility rate | 123.00% | |||||||
Fair value of contractual lives | 2 years 6 months | |||||||
Fair value of risk free rates | 0.62% | |||||||
Warrant[Member] | Maximum [Member] | ||||||||
Sale of common stock to related party, shares | 3,153,211 | |||||||
Fair value of exercise price per share | $ 0.75 | |||||||
Fair value of volatility rate | 184.00% | |||||||
Fair value of contractual lives | 6 years | |||||||
Fair value of risk free rates | 1.93% | |||||||
Line Letter [Member] | Chairman Of Board [Member] | ||||||||
Line of credit current borrowing capacity | $ 540,000 | $ 250,000 | ||||||
Line Letter [Member] | Trieu [Member] | ||||||||
Line of credit | $ 250,000 | $ 475,064 | ||||||
Line of credit, percentage | 5.00% | |||||||
Debt conversion description | Dr. Trieu has the right, exercisable by delivery of written notice thereof (the Election Notice), to either: (i) receive repayment for the entire unpaid principal amount advanced under the Line Letter and the accrued and unpaid interest thereon on the date of the delivery of the Election Notice (the Outstanding Balance) or (ii) convert the Outstanding Balance into such number of shares of our common stock as is equal to the quotient obtained by dividing (x) the Outstanding Balance by (y) $0.10 (such price, the Conversion Price); provided, that in no event shall the Conversion Price be lower than the lower of (x) $0.28 per share or (y) the lowest exercise price of any securities that have been issued by us in a capital raising transaction (and that would otherwise reduce the exercise price of any other outstanding warrants issued by us) during the period between November 15, 2016 and the date of the delivery of the Election Notice. No capital raising transactions have occurred through the date of this filing with securities at a price lower than $0.28 per share. | |||||||
IthenaPharma Inc [Member] | ||||||||
Common stock, issued | 58,392,828 | |||||||
Ownership percentage of issued and outstanding shares | 65.00% | |||||||
Warrants to purchase shares | 300,000 | |||||||
Maximum percentage of subsequent to the merger | 50.00% | |||||||
Purchase price of reserve merger consideration | $ 3,700,000 | |||||||
IthenaPharma Inc [Member] | Related Party [Member] | ||||||||
Estimated purchase allocation and goodwill valuation | 55,246 | |||||||
Estimated purchase allocation and goodwill valuation merger date | $ 1,238,000 | |||||||
Investment | 479 | |||||||
Accounts payable | 71,560 | |||||||
Accrued expenses | 11,470 | |||||||
Due to related party | 5,375 | |||||||
Other liabilities | 118,759 | |||||||
Convertible note | 50,000 | |||||||
Accrued Interest Payable | 567 | |||||||
Contributed capital | $ 257,252 | |||||||
Novosom Verwaltungs GmbH [Member] | Asset Purchase Agreement [Member] | ||||||||
Sale of common stock to related party, shares | 1,500,000 | |||||||
Novosom Verwaltungs GmbH [Member] | License Agreement [Member] | ||||||||
Sale of common stock to related party, shares | 119,048 | |||||||
Stock issued during period, value | $ 15,000 |
Organization and Business Opera
Organization and Business Operations - Schedule Merger Agreement Based On Common Stock Outstanding (Details) - shares | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 15, 2016 |
Shares of Marina common stock outstanding as of November 15, 2016 | 97,099,877 | 89,771,379 | |
Shares of Marina common stock issued to IThena upon closing of transaction | 97,099,877 | 89,771,379 | |
Merger Agreement [Member] | |||
Shares of Marina common stock outstanding as of November 15, 2016 | 31,378,551 | ||
Divided by the percentage of Marina ownership of combined company | 35.00% | ||
Adjusted total shares of common stock of combined company | 89,771,379 | ||
Multiplied by the assumed percentage of IThena ownership of combined company | 65.00% | ||
Shares of Marina common stock issued to IThena upon closing of transaction | 58,392,828 |
Organization and Business Ope23
Organization and Business Operations - Schedule Estimate of Fair Value of Assets Acquired and Liabilities (Details) | Mar. 31, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash | $ 5,867 |
Net current liabilities assumed (excluding cash) | (1,871,725) |
Identifiable intangible assets | 2,361,066 |
Debt | (326,037) |
Net assets acquired | 169,170 |
Goodwill | 3,502,829 |
Purchase price | $ 3,672,000 |
Nature of Operations, Basis o24
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule Of Liabilities Measured At Fair Value On A Recurring Basis (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair value liability for price adjustable warrants | $ 244,795 | $ 141,723 |
Total liabilities at fair value | 244,795 | 141,723 |
Level 1 Quoted Prices in Active Markets for Identical Assets[Member] | ||
Fair value liability for price adjustable warrants | ||
Total liabilities at fair value | ||
Level 2 Significant Other Observable Inputs[Member] | ||
Fair value liability for price adjustable warrants | ||
Total liabilities at fair value | ||
Level 3 Significant Unobservable Inputs [Member] | ||
Fair value liability for price adjustable warrants | 244,795 | 141,723 |
Total liabilities at fair value | $ 244,795 | $ 141,723 |
Nature of Operations, Basis o25
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule Of Fair Value Liability Of Price Adjustable Warrants Determined By Level 3 (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Balance | $ 141,723 | |
Fair value of warrant issued | ||
Exercise of warrants | ||
Change in fair value included in consolidated statement of operations | 103,072 | |
Balance | $ 244,795 |
Nature of Operations, Basis o26
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule Of Anti-Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Anti-dilutive securities | 31,080,118 | 139,173 |
Convertible Notes Payable [Member] | ||
Anti-dilutive securities | 1,716,123 | |
Warrant[Member] | ||
Anti-dilutive securities | 27,029,995 | 139,173 |
Stock Option [Member] | ||
Anti-dilutive securities | 2,334,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 3,502,829 | $ 3,558,076 | |
Intangible asset | 2,213,499 | ||
Accumulated amortization of intangible assets | 147,567 | ||
Amortization | $ 98,378 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Fair Value, Intangible assets | $ 2,361,066 |
Estimated Useful Life, Intangible assets | 6 years |
Annual Amortization Expense, Intangible assets | $ 393,511 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Nov. 15, 2016 | Jul. 31, 2016 | |
Personnel cost | $ 158,140 | $ 41,991 | |||
Due to related party | 200,333 | $ 83,166 | |||
Warrants issued for remaining debt amount | 178,572 | ||||
Chairman Of Board [Member] | Line Letter [Member] | |||||
Line of credit current borrowing capacity | $ 250,000 | $ 540,000 | |||
Trieu [Member] | Line Letter [Member] | |||||
Line of credit | 475,064 | 250,000 | |||
Line of credit interest | 5,450 | ||||
Trieu [Member] | Line Letter [Member] | April 4, 2017 [Member] | |||||
Line of credit current borrowing capacity | $ 500,000 | ||||
Number of common stock issued for merger | 5,255,354 | ||||
IthenaPharma Inc [Member] | Investor [Member] | |||||
Debt instrument face amount | $ 50,000 | ||||
Debt instrument interest rate | 3.00% | ||||
Shares issued price per share | $ 1.80 | ||||
Related Party [Member] | IthenaPharma Inc [Member] | |||||
Due to related party | $ 5,375 | ||||
Autotelic [Member] | |||||
Billed expenses | $ 213,103 | $ 72,231 | |||
Master Services Agreement [Member] | |||||
Ownership interest | 10.00% | ||||
Proceeds from common or preferred stock, gross | $ 10,000,000 | ||||
Provider services description | After the Equity Financing Date, the Company shall pay Autotelic a cash amount equal to the actual labor cost plus 100% mark up of provided services and 20% mark up of provided services by third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, Contract Manufacturing Organizations (CMO), U.S. Food & Drug Administration (FDA) regulatory process, Contract Research Organizations (CRO) and Chemistry and Manufacturing Controls (CMC). | ||||
Master Services Agreement [Member] | Related Party [Member] | |||||
Service provider percentage | 20.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 28, 2016 | Jun. 20, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued interest expenses | $ 21,225 | |||
Debt principal and interest | 321,225 | |||
Notes payable | $ 115,523 | |||
Promissory Note [Member] | ||||
Debt instrument face amount | $ 121,523 | |||
Debt instrument maturity date | Mar. 31, 2017 | |||
Debt periodic payment | $ 6,000 | |||
Promissory Note [Member] | December 31, 2017 [Member] | ||||
Payments on debt | $ 100,000 | |||
Holders Of Notes [Member] | ||||
Debt instrument interest rate | 25.00% | |||
Asset Purchase Agreement [Member] | ||||
Debt instrument face amount | $ 3,000,000 | |||
Debt instrument interest rate | 12.00% | |||
Debt instrument maturity date | Jun. 20, 2017 | |||
Proceeds from debt | $ 250,000 | |||
Purchase Agreement [Member] | ||||
Warrants, percentage | 80.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 06, 2017 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2014 |
Issuance of common stock | $ 250,000 | |||||||||||
Conversion of stock, shares converted | 0.29 | |||||||||||
Common stock, par value | 582,599 | $ 538,628 | ||||||||||
Issuance of common stock, shares | 470,000 | 210,000 | ||||||||||
Change in fair value liability for price adjustable warrants | $ 103,072 | |||||||||||
Debt instruments conversion into shares | 6,153,684 | |||||||||||
Debt instruments conversion into shares, value | $ 948,000 | |||||||||||
Warrants Outstanding | 27,029,995 | |||||||||||
Weighted average exercise price | $ 0.43 | |||||||||||
Investment Advisory [Member] | ||||||||||||
Number of common stoc issued for service | 300,000 | |||||||||||
Fair value of price per share | $ 0.18 | |||||||||||
CEO Services [Member] | Restricted Stock [Member] | ||||||||||||
Number of common stoc issued for service | 100,000 | |||||||||||
Fair value of price per share | $ 0.14 | |||||||||||
Stock Purchase Agreement [Member] | ||||||||||||
Notes receivable | $ 45,000 | |||||||||||
Number of amount surrended | $ 14,049 | |||||||||||
Number of warrants surrended | 60,000 | |||||||||||
Number of common stock surrended | 87,254 | |||||||||||
Stock Purchase Agreement [Member] | Lipo Medics [Member] | ||||||||||||
Sale of stock, shares | 862,068 | |||||||||||
Sale of stock transaction | 862,068 | |||||||||||
Sale of stock transaction, value | $ 250,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Preferred stock designated, shares | 1,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred stock designated, shares | 90,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Preferred stock designated, shares | 1,200 | |||||||||||
Common stock, par value | $ 5,000 | |||||||||||
Common stock at a conversion price, per share | $ 0.75 | |||||||||||
Series C Preferred Stock [Member] | Investor [Member] | ||||||||||||
Conversion of stock, shares converted | 90 | 90 | ||||||||||
Common stock at a conversion price, per share | $ 0.31 | $ 0.54 | ||||||||||
Issuance of common stock, shares | 600,000 | 600,000 | ||||||||||
Series D Preferred Stock [Member] | ||||||||||||
Preferred stock designated, shares | 220 | |||||||||||
Series D Preferred Stock [Member] | Investor [Member] | ||||||||||||
Conversion of stock, shares converted | 50 | 110 | ||||||||||
Common stock at a conversion price, per share | $ 0.15 | $ 0.28 | $ 0.15 | |||||||||
Issuance of common stock, shares | 625,000 | 1,375,000 | ||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Sale of stock, shares | 220 | |||||||||||
Warrants to purchase, shares | 3,440,000 | |||||||||||
Common stock exercise price, per share | $ 0.40 | |||||||||||
Payments to warrant purchase price | $ 1,100,000 | |||||||||||
Issuance of common stock | $ 10,000 | |||||||||||
Warrant reduction per share | $ 0.28 | |||||||||||
Common stock, par value | $ 5,000 | |||||||||||
Common stock at a conversion price, per share | $ 0.40 | |||||||||||
Issuance of common stock, shares | 2,750,000 | |||||||||||
Common stock stated dividend rate | 5.00% | |||||||||||
Change in fair value liability for price adjustable warrants | $ 600,000 | |||||||||||
Debt beneficial conversion feature | $ 700,000 | |||||||||||
Sale of stock transaction | 220 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2017shares | |
Equity [Abstract] | |
Expiring in 2017 | 2,100,545 |
Expiring in 2018 | 113,831 |
Expiring in 2019 | 6,000,000 |
Expiring in 2020 | 11,890,792 |
Expiring in 2020 | 3,437,500 |
Expiring thereafter | 3,487,327 |
Total | 27,029,995 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) | Jan. 02, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Options to purchase, shares | 80,000 | |||
Stock option outstanding exercise price | $ 0.28 | |||
Stock option unrecognized compensation expense | $ 51,901 | |||
Stcok option expenses | 44,240 | |||
Stock option outstanding, intrinsic value | $ 99,300 | |||
Option outstanding | 2,334,000 | 1,688,106 | ||
Weighted-average exercisable remaining contractual | 5 years 29 days | |||
Employee Stock Option [Member] | ||||
Option outstanding | 1,018,000 | |||
Director And Officers [Member] | ||||
Options to purchase, shares | 486,000 | |||
Options to purchase exercise price, per share | $ 0.17 | |||
Stock option weighted average period term | 5 years | |||
key Employees [Member] | ||||
Options to purchase, shares | 160,000 | |||
Options to purchase exercise price, per share | $ 0.18 | |||
Stock option weighted average period term | 5 years |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Outstanding Beginning, Shares | shares | 1,688,106 |
Options Outstanding, granted | shares | 646,000 |
Options Outstanding, expired | shares | (106) |
Options Outstanding Ending, Shares | shares | 2,334,000 |
Options Outstanding Exercisable, Shares | shares | 1,931,000 |
Options Outstanding Weighted Average Exercise Price, Beginning | $ / shares | $ 3.68 |
Options Outstanding Weighted Average Exercise Price, granted | $ / shares | 0.17 |
Options Outstanding Weighted Average Exercise Price, expired | $ / shares | 526.40 |
Options Outstanding Weighted Average Exercise Price, Ending | $ / shares | 2.69 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 3.21 |
Stock Incentive Plans - Sched35
Stock Incentive Plans - Schedule of Summary of Additional Information On Stock Options Outstanding (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Options Outstanding, Shares | shares | 2,334,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 5 years 11 days |
Options Outstanding Weighted Average Exercise Price | $ 3.68 |
Number of Option Exercisable, Shares | shares | 1,931,000 |
Options Exercisable Weighted Average Exercise Price | $ 3.21 |
Range One [Member] | |
Range of Exercise Prices, Upper | $ 0.10 |
Number of Options Outstanding, Shares | shares | 140,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 7 months 17 days |
Options Outstanding Weighted Average Exercise Price | $ 0.10 |
Number of Option Exercisable, Shares | shares | 140,000 |
Options Exercisable Weighted Average Exercise Price | $ 0.10 |
Range Two [Member] | |
Range of Exercise Prices, Lower | 0.17 |
Range of Exercise Prices, Upper | $ .81 |
Number of Options Outstanding, Shares | shares | 646,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 9 months 18 days |
Options Outstanding Weighted Average Exercise Price | $ 0.17 |
Number of Option Exercisable, Shares | shares | 243,000 |
Options Exercisable Weighted Average Exercise Price | $ 0.17 |
Range Three [Member] | |
Range of Exercise Prices, Lower | 0.26 |
Range of Exercise Prices, Upper | $ 0.82 |
Number of Options Outstanding, Shares | shares | 484,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 3 years 2 months 27 days |
Options Outstanding Weighted Average Exercise Price | $ 0.46 |
Number of Option Exercisable, Shares | shares | 484,000 |
Options Exercisable Weighted Average Exercise Price | $ 0.46 |
Range Four [Member] | |
Range of Exercise Prices, Lower | 1.07 |
Range of Exercise Prices, Upper | $ 2.20 |
Number of Options Outstanding, Shares | shares | 1,021,500 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 6 years 2 months 27 days |
Options Outstanding Weighted Average Exercise Price | $ 1.07 |
Number of Option Exercisable, Shares | shares | 1,021,500 |
Options Exercisable Weighted Average Exercise Price | $ 1.07 |
Range Five [Member] | |
Range of Exercise Prices, Lower | 47.60 |
Range of Exercise Prices, Upper | $ 87.60 |
Number of Options Outstanding, Shares | shares | 21,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 2 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 67.60 |
Number of Option Exercisable, Shares | shares | 21,000 |
Options Exercisable Weighted Average Exercise Price | $ 67.60 |
Range Six [Member] | |
Range of Exercise Prices, Lower | 127.60 |
Range of Exercise Prices, Upper | $ 207.60 |
Number of Options Outstanding, Shares | shares | 21,500 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 2 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 158.30 |
Number of Option Exercisable, Shares | shares | 21,500 |
Options Exercisable Weighted Average Exercise Price | $ 158.30 |
Intellectual Property and Col36
Intellectual Property and Collaborative Agreements (Details Narrative) - USD ($) | Feb. 06, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 |
Sale of common stock to related party, shares | 470,000 | 210,000 | ||||||
Sale of common stock to related party | $ 250,000 | |||||||
License fee | $ 350,000 | $ 250,000 | ||||||
License and success-based milestones | $ 40,000,000 | |||||||
Number of value issued for equity components | $ 44,240 | |||||||
License Agreement [Member] | ||||||||
Accounts receivable | $ 50,000 | |||||||
Number of shares issued for equity components | 120,000 | |||||||
Number of value issued for equity components | $ 15,000 | |||||||
License Agreement [Member] | Lipo Medics [Member] | ||||||||
Sale of common stock to related party | $ 500,000 | |||||||
Number of shares issued for equity components | 862,068 | |||||||
Number of value issued for equity components | $ 250,000 | |||||||
Revenue recognition, milestone method, milestone | 90,000,000 | |||||||
Weighted average price per share | $ 0.29 | |||||||
Intellectual property collaboration description | 1) Evaluations License Fee. Simultaneous with the execution and delivery of this Agreement, Lipomedics shall enter into a Stock Purchase Agreement in form and substance reasonably acceptable to Marina and Lipomedics, pursuant to which Marina will sell to Lipomedics shares of the common stock of Marina for an aggregate purchase price of $250,000, with the purchase price for each share of Marina common stock being $0.29. 2) Commercial License Fee. Unless this Agreement is earlier terminated, within thirty (30) days following Lipomedicss delivery of an Evaluation Notice advising that it intends to pursue, or cause to be pursued, further development and commercialization of Licensed Products. 3) For up to and including three Licensed Products, Lipomedics shall pay to Marina a milestone (collectively the Sales Milestones) of Ten Million Dollars ($10,000,000) upon reaching Commercial Sales in the Territory in any given twelve month period equal to or greater than Five Hundred Million Dollars ($500,000,000) for a given Licensed Product and of Twenty Million Dollars ($20,000,000) upon reaching Commercial Sales in any given twelve month period equal to or greater than One Billion Dollars ($1,000,000,000) for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale targets are met. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 13, 2017 | Apr. 30, 2016 | Feb. 29, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Payment of cash | $ 216,441 | $ 105,347 | $ 81,941 | $ 261,848 | |||
Issuance of common stock | $ 250,000 | ||||||
Issuance of common stock | 470,000 | 210,000 | |||||
Subsequent Event [Member] | |||||||
Due to related parties | $ 36,047 | ||||||
Payment of cash | 15,957 | ||||||
Issuance of common stock | $ 20,090 | ||||||
Issuance of common stock | 69,276 | ||||||
Sale of stock price per share | $ 0.29 | ||||||
Subsequent Event [Member] | May 2017 [Member] | |||||||
Stock issued during period, shares, issued for services | 69,276 |