Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017 | |
Document And Entity Information | |
Entity Registrant Name | Marina Biotech, Inc. |
Entity Central Index Key | 737,207 |
Document Type | S1 |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | |||
Cash | $ 216,441 | $ 105,347 | $ 261,848 |
Prepaid expenses and other assets | 184,676 | 211,133 | |
Total current assets | 401,117 | 316,480 | 261,848 |
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 | 261,848 |
Current liabilities | |||
Accounts payable | 618,756 | 663,261 | 10,980 |
Accrued expenses | 717,547 | 1,393,521 | 64,688 |
Due to related party | 200,333 | 83,166 | 59,525 |
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 | 135,193 |
Other long-term liabilities | 36,470 | ||
Total liabilities | 2,698,693 | 2,967,669 | 171,663 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock, $0.006 par value; 180,000,000 shares authorized, 97,099,877, 89,771,379 and 58,392,827 shares issued and outstanding as of March 31, 2017, December 31, 2016 and 2015, respectively | 582,599 | 538,628 | 350,357 |
Additional paid-in capital | 5,870,013 | 4,631,218 | 853,767 |
Accumulated deficit | (3,033,860) | (1,951,082) | (1,113,939) |
Total stockholders' equity | 3,418,752 | 3,218,764 | 90,185 |
Total liabilities and stockholders' equity | 6,117,445 | 6,186,433 | 261,848 |
Series C Convertible Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock, Value | |||
Series D Convertible Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock, Value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 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 | 58,392,827 |
Common stock, shares outstanding | 89,771,379 | 58,392,827 | |
Series C Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 | 1,200 |
Preferred stock, shares issued | 1,020 | 1,020 | 1,020 |
Preferred stock, shares outstanding | 1,020 | 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 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 | 220 |
Preferred stock, shares issued | 60 | 60 | 60 |
Preferred stock, shares outstanding | 60 | 60 | 60 |
Preferred stock, liquidation Preference value | $ 300 | $ 300 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | ||||
License and other revenues | ||||
Operating expenses | ||||
Personnel expenses | 306,922 | 83,982 | 333,097 | 473,188 |
Consulting expenses | 23,655 | 177,751 | ||
Research and development | 73,431 | 4,978 | 108,858 | 322,317 |
Amortization | 98,378 | 49,189 | ||
General and administrative | 488,522 | 25,231 | 242,931 | 134,322 |
Total operating expenses | 967,253 | 114,191 | 757,730 | 1,107,578 |
Loss from operations | (967,253) | (114,191) | (757,730) | (1,107,578) |
Other income (expense) | ||||
Interest expense | (11,653) | (3,513) | 614 | |
Change in fair value liability of warrants | (103,072) | (75,100) | ||
Total Other income (expense), net | (114,725) | (78,613) | 614 | |
Loss before provision for income taxes | (1,081,978) | (114,191) | (836,343) | (1,106,964) |
Provision for income taxes | 800 | 800 | 1,600 | |
Net loss | $ (1,082,778) | $ (114,191) | $ (837,143) | $ (1,108,564) |
Net loss per share - basic and diluted | $ (0.01) | $ 0 | $ (0.02) | $ (0.38) |
Weighted average shares outstanding | 94,073,396 | 38,999,995 | 47,431,096 | 2,919,452 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Equity (Capital Deficiency) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 315,321 | $ (311,321) | $ (5,375) | $ (1,375) |
Balance, Shares at Dec. 31, 2014 | 52,553,540 | |||
Common stock issued for cash | $ 35,036 | 964,964 | 1,000,000 | |
Common stock issued for cash, Shares | 5,839,287 | |||
Issuance of warrants | 200,124 | 200,124 | ||
Capital contribution from related party | ||||
Net loss | (1,108,564) | (1,108,564) | ||
Balance at Dec. 31, 2015 | $ 350,357 | 853,767 | (1,113,939) | 90,185 |
Balance, Shares at Dec. 31, 2015 | 58,392,827 | |||
Common stock issued for cash | ||||
Issuance of warrants | 36,470 | 36,470 | ||
Capital contribution from related party | 257,252 | 257,252 | ||
Effect of reverse acquisition Adjustment for reverse merger | $ 188,271 | 3,483,729 | 3,672,000 | |
Effect of reverse acquisition Adjustment for reverse merger, Shares | 31,378,552 | |||
Net loss | (837,143) | (837,143) | ||
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 | |||
Common stock issued for cash | 250,000 | |||
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 - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows Used in Operating Activities: | ||||
Net loss | $ (1,082,778) | $ (114,191) | $ (837,143) | $ (1,108,564) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Warrants issued for services | 36,470 | 36,470 | 236,594 | |
Amortization | 98,378 | 49,189 | ||
Share based compensation | 62,240 | |||
Common shares issued for third party services | 54,000 | |||
Goodwill adjustment | 55,247 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | (4,947) | (87,814) | 4,000 | |
Accounts payable | (44,505) | 11,130 | (876,044) | 10,980 |
Accrued expenses | 278,156 | (59,166) | 1,130,757 | 64,688 |
Due to related party | 117,167 | (54,150) | 23,641 | 54,150 |
Fair value liabilities for price adjustable warrants | 103,072 | 75,100 | ||
Other liabilities | (36,470) | |||
Net cash used in operating activities | (363,970) | (179,907) | (522,314) | (738,152) |
Cash Flows from Investing Activities: | ||||
Net cash acquired in reverse acquisition | 5,867 | |||
Net cash from investing activities | 5,867 | |||
Cash Flows from Financing Activities: | ||||
Proceeds from sales of common stock to related party | 250,000 | 1,000,000 | ||
Proceed from convertible note | 124,973 | |||
Proceed from convertible note, related party | 225,064 | 234,973 | ||
Net cash provided by financing activities | 475,064 | 359,946 | 1,000,000 | |
Increase (decrease) in cash | 111,094 | (179,907) | (156,501) | 261,848 |
Cash – Beginning of Period | 105,347 | 261,848 | 261,848 | |
Cash - End of Period | 216,441 | 81,941 | 105,347 | 261,848 |
Supplementary Cash Flow Information: | ||||
Interest paid | ||||
Income taxes paid | 800 | 800 | 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 | |||
Issuance of warrants | 36,470 | 200,124 | ||
Common stock issued in reverse acquisition | 3,672,000 | |||
Contributed capital | $ 257,252 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations 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 and gave the right to appoint one additional member of the Board of Directors to the former shareholders of IThena. 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 December 31, 2016 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) (1,926,972 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 113,924 Goodwill 3,558,076 Purchase price $ 3,672,000 The above estimated purchase allocation and goodwill valuation reflects changes in fair value determinations 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 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 with IThena, 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 $250,000 had been drawn at December 31, 2016. Dr. Trieu will consider 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 $250,000 under the Line Letter. 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 by us to Dr. Trieu, and shall be due and payable upon demand by Dr. Trieu. Dr. Trieu shall have 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”, and the number of shares of common stock to be issued pursuant to the foregoing formula, the “Conversion Shares”); 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 4 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 Therapeutic Drug Monitoring (TDM). Through the combination of these technologies, IThenaPharma is looking to delivered therapies with improved compliance and personalized dosing. IThena 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 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 (“FDC”) 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 Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Summary of 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. | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. 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 The accompanying 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 December 31, 2016, we had an accumulated deficit of $1,951,082 and a negative working capital of $2,651,189. To the extent that sufficient funding is available, 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 funded our losses primarily through the sale of common and preferred stock and warrants, the sale of the 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 the Notes, preferred stock and license-related revenues. At December 31, 2016, we had a cash balance of $105,347. Our limited 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 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. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no cash equivalent as of December 31, 2016 or 2015. The Company deposits its cash with major financial institutions and may at times exceed the federally insured limit. At December 31, 2016 and 2015, the Company had $0 and $11,848, respectively, in excess of the federal insurance limit. Goodwill The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company did not record an impairment loss on goodwill for the year ended December 31, 2016. Research and Development Research and development costs are charged to expense as incurred. Research and development expenses were $108,858 and $322,317 for the years ended on December 31, 2016 and 2015, respectively. Research and development expenses include compensation and related overhead for employees and consultants involved in research and development and the cost of materials purchased for research and development. Fair Value of Financial Instruments We consider the fair value of cash, accounts receivable, accounts 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: 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 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2016 and 2015: Fair value liability for price adjustable warrants Balance at December 31, 2014 $ - Fair value of warrants issued - Exercise of warrants - Change in fair value included in consolidated statement of operations - Balance at December 31, 2015 - Fair value of warrants issued - Fair value of warrants assumed in reverse merger 66,623 Change in fair value included in consolidated statement of operations 75,100 Balance at December 31, 2016 $ 141,723 The fair value liability of price adjustable warrants for the year ended December 31, 2016 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $0.28 to $0.75, stock price of $0.15, volatility of 121% to 157%, 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 December 31, 2016 and 2015. Revenue Recognition Revenue will be recognized when persuasive evidence that an arrangement exists, delivery has occurred, collectability is reasonably assured, and fees are fixed or determinable. Deferred revenue expected to be recognized within the next 12 months is classified as current. Substantially all of our revenue will be generated from licensing arrangements that do not involve multiple deliverables and have no ongoing influence, control or R&D obligations. Our license arrangements may include upfront non-refundable payments, development milestone payments, patent-based or product sale royalties, and commercial sales, all of which are treated as separate units of accounting. In addition, we may receive revenues from sub-licensing arrangements. For each separate unit of accounting, we will determine that the delivered items have value to the other party on a stand-alone basis, we will have objective and reliable evidence of fair value using available internal evidence for the undelivered item(s) and our arrangements generally do not contain a general right of return relative to the delivered item. Revenue from licensing arrangements will be recorded when earned based on the specific terms of the contracts. Upfront non-refundable payments, where we are not providing any continuing services as in the case of a license to our IP, are recognized when the license becomes available to the other party. Milestone payments typically represent nonrefundable payments to be received in conjunction with the uncertain achievement of a specific event identified in the contract, such as initiation or completion of specified development activities or specific regulatory actions such as the filing of an Investigational New Drug Application (“IND”). We believe a milestone payment represent the culmination of a distinct earnings process when it is not associated with ongoing research, development or other performance on our part and it is substantive in nature. We recognize such milestone payments as revenue when it becomes due and collection is reasonably assured. Royalty and earn-out payment revenues will generally be recognized upon commercial product sales by the licensee as reported by the licensee. Stock-based Compensation We use Black-Scholes for the valuation of stock-based awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period the estimates are revised. Black-Scholes requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized immediately for immediately-vested portions of the grant, with the remaining portions recognized on a straight-line basis over the applicable vesting periods based on the fair value of such stock-based awards on the grant date. Forfeiture rates have been estimated based on historical rates and compensation expense is adjusted for general forfeiture rates in each period. Beginning in September 2014, Marina did not use historical forfeiture rates and did not apply a forfeiture rate as the historical forfeiture rate was not believed to be a reasonable estimate of the probability that the outstanding awards would be exercised in the future. Given the specific terms of the awards and the recipient population, we expect these options will all be exercised in the future. Non-employee stock compensation expense is recognized immediately for immediately-vested portions of a grant, with the remaining portions recognized on a straight-line basis over the applicable vesting periods. At the end of each financial reporting period prior to vesting, the value of the unvested stock options, as calculated using Black-Scholes, is re-measured using the fair value of our common stock, and the stock-based compensation recognized during the period is adjusted accordingly. 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: Year Ended December 31, 2016 2015 Stock options outstanding 1,688,106 - Warrants 24,466,783 117,720 Convertible Notes Payable 892,857 - Total 27,047,746 117,720 Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. Under the provisions of ASC 740, Income Taxes The Company recognizes a tax benefit only if it is more likely than not that the position is sustainable, based solely on its technical merits and considerations of the relevant taxing authorities; administrative practice and precedents. The Company completed its analysis of uncertain tax positions in accordance with applicable accounting guidance and determined no amounts were required to be recognized in the financial statements at December 31, 2016 and 2015. Recent Accounting Pronouncements In March 2016, FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation – Improvements to Employee Shared-Based Payment Accounting . In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases. This update requires lessees to recognize at the lease commencement date a lease liability which is the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and right-of-use assets, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees will no longer be provided with a source of off-balance sheet financing. This update is effective for financial statements issued for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Applying a full retrospective transition approach is not allowed. The Company does not expect the adoption of this standard to have a material effect on its financial statements. In January 2016, FASB ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In September 2015, the FASB issued changes to the accounting for measurement-period adjustments related to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period, as well as revise comparative information for prior periods presented within financial statements as needed, including revising income effects, such as depreciation and amortization, as a result of changes made to the balance sheet amounts of the acquiree. Such adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. Additionally, the changes require the acquiring entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period income by line item that would have been recorded in previous reporting periods if the adjustment to the balance sheet amounts had been recognized as of the acquisition date. These changes were to become effective for the Company for annual periods beginning after December 15, 2016. The Company does not expect the adoption of this standard to have a material effect on its financial statements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued changes to the recognition of revenue from contracts with customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. In August 2015, the FASB deferred the effective date by one year, making these changes effective for the Company on January 1, 2019. The Company does not expect the adoption of this standard to have a material effect on its financial statements. Subsequent Event Policy Management has evaluated all activity since December 31, 2016, through the date the financial statements were issued and has concluded that no subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notes to the Financial Statements, other than those described in Note 12. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Note 3 – Intangible Assets As part of the November 15, 2016 reverse merger, the Company allocated $3,558,076 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 intangible asset, net of accumulated amortization of $49,189, was $2,311,877 as of December 31, 2016. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Note 4 - 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 $166,550 and $236,594 for the years ended on December 31, 2016 and 2015, respectively. For the years ended December 31, 2016 and 2015 Autotelic Inc. billed a total of $344,563 and $332,866, respectively. Of the total expenses billed by Autotelic Inc., $232,610 and $278,716 was paid in cash, $83,166 and $59,525 was recorded as due to related party in the accompanying balance sheet, and the Company agreed to issue warrants for the remaining amount due of $47,791 and $36,470, respectively. See warrant liability below for warrants issued to Autotelic Inc. to pay for services performed relating to the MSA. The number of shares to be purchased under the warrant and the exercise price will be determined at the date the warrants are issued in the future. The related liability has been classified as long-term in accordance with ASC Topic 210-10-45, Balance Sheet - Other Presentation Matters On November 15, 2016, simultaneously with the merger with IThena, Autotelic Inc. acquired a technology asset (IT-101), and IThena’s investment of $479 in foreign entity from the Company. In exchange for these assets, Autotelic Inc. agreed to cancel its stock purchase warrant agreements, 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. The Company recognized contributed capital of $257,252. Other Liability, Autotelic Inc. In December 2015, the Company had issued 47,374, 40,132, and 30,214 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $2.76, which was equal to the fair market value of the Company’s common stock at the time the warrants were issued, and represented the 100% markup of the personnel service from January 1 to March 31, 2015, April 1 to June 30, 2015, and July 1 to September 30, 2015, respectively. In February 2016, the Company had issued 21,453 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $2.76, which was equal to the fair market value of the Company’s common stock at the time the warrants were issued, and represented the 100% markup of the personnel service from October 1 to December 31, 2015. The Company recorded warrant liability of $36,470 as of December 31, 2015. The liability as of November 15, 2016 was $118,759 when it was assumed by Autotelic Inc. as part of its acquisition of the technology asset (IT-101). 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 a 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. Dr. Trieu will consider requests for advances under the Line Letter until April 30, 2017. Dr. Trieu shall have 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 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. Dr. Trieu has advanced an aggregate of $250,000 under the Line Letter. 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 by us to Dr. Trieu, and shall be due and payable upon demand by Dr. Trieu. Dr. Trieu shall have 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”, and the number of shares of common stock to be issued pursuant to the foregoing formula, the “Conversion Shares”); 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. |
Business Combination _ Acquisit
Business Combination / Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination / Acquisition | Note 5 – Business Combination / Acquisition Pursuant to the Merger Agreement, at the closing of the transaction, Marina issued to IThena stockholders a number of shares of Marina common stock representing approximately 65% of the outstanding shares of common stock of the combined company. The purchase price of approximately $3.7 million represents the consideration transferred from Marina 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 December 31, 2016 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) (1,926,972 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 113,924 Goodwill 3,558,076 Purchase price $ 3,672,000 Certain adjustments have been made to the preliminary purchase price allocation to reflect changes in liabilities that were adjusted based on subsequent settlement agreements with third-parties. |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Note 6 – 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 December 31, 2016, the accrued interest expense on the Notes amounted to $14,475, with a total balance of principal and interest of $314,475. 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 reverse 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 total balance was $121,523 as of December 31, 2016. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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 | Note 7 – 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 0.6 million shares of common stock. In November 2015, an investor converted an additional 90 shares of Series C Preferred into 0.6 million shares of common stock. Also in November 2015, an investor converted 50 shares of Series D Preferred into 0.6 million shares of common stock. In February 2016, an investor converted 110 shares of Series D Preferred into 1.4 million shares of common stock. 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 2016, Marina issued 0.21 million shares with a value of $0.06 million to Novosom as the equity component owed under Marina’s December 2015 milestone payment from MiNA Therapeutics. In April 2016, Marina issued 0.47 million shares with a value of $0.075 million to Novosom as the equity component owed under a March 2016 license agreement covering certain of Marina’s platforms for the delivery of an undisclosed genome editing technology. 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. In November 2016, we issued 1,500,000 shares of common stock to Novosom in connection with a letter agreement that we entered into with Novosom on November 15, 2016 relating to that certain Asset Purchase Agreement dated as of July 27, 2010 between and among Marina, Novosom and Steffen Panzner, Ph.D. These shares were issued in order for Novosom to waive the change in control provision in the license agreement. Warrants As noted above, in the Purchase Agreement, Marina agreed: (x) to extend the termination date of all of the Prior Warrants 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’s common stock). In conjunction with this modification, the fair value of the derivative warrant liability associated with the 20% of the Prior Warrants that no longer have the anti-dilution protection equal to $0.09 million was reclassified to additional paid-in capital. In connection with the Merger, and pursuant to the terms and conditions of the Merger Agreement, we assumed warrants to purchase up to 300,000 shares of IThena common stock, which warrants were converted into warrants representing the right to purchase up to 3,153,211 shares of our common stock. The number of shares underlying the assumed warrants and the exercise price thereof was adjusted by the exchange ratio used in the Merger (10.510708), with any fractional shares rounded down to the next lowest number of whole shares. As of December 31, 2016, there were 24,466,783 warrants outstanding, with a weighted average exercise price of $0.47 per share, and annual expirations as follows: Expiring in 2016 - Expiring in 2017 2,630,545 Expiring in 2018 113,831 Expiring thereafter 21,722,407 |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Note 8 — Stock Incentive Plans Stock-based Compensation Certain option and share awards provide for accelerated vesting if there is a change in control as defined in the applicable plan and certain employment agreements. Since IThena is the acquirer for accounting purposes under the November 15, 2016 merger, no expense related to Marina’s stock options are reflected on the accompanying financial statements for the years ended December 31, 2016 and 2015. Stock Options Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, January 1, 2016 - $ - Options acquired in reverse merger 1,688,106 $ 4.00 Outstanding, December 31, 2016 1,688,106 $ 4.00 Exercisable, December 31, 2016 1,688,106 $ 4.00 The following table summarizes additional information on Marina’s stock options outstanding at December, 2016: 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 4.88 $ 0.10 140,000 $ 0.10 $ 0.26 - 0.82 484,000 3.48 0.46 484,000 0.46 $ 1.07 - $2.20 1,021,500 6.49 1.07 1,021,500 1.07 $ 47.60 - $87.60 21,000 1.44 67.60 21,000 67.60 $ 127.60 - $207.60 21,500 1.44 158.30 21,500 158.30 526.40 106 0.10 526.40 106 526.40 Totals 1,688,106 5.37 $ 3.68 1,688,106 $ 3.68 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.37 In January 2016, Marina issued options to purchase up to an aggregate of 152,000 shares of Marina’s common stock to non-employee members of Marina’s board of directors at an exercise price of $0.26 per share as the annual grant to such directors for their service on Marina’s board of directors during 2016, and Marina issued options to purchase up to an aggregate of 80,000 shares of Marina’s common stock to the members of Marina’s scientific advisory board at an exercise price of $0.26 per share as the annual grant to such persons for their service on Marina’s scientific advisory board during 2016. At December 31, 2016, we had $0 of total unrecognized compensation expense related to unvested stock options. At December 31, 2016, the intrinsic value of options outstanding or exercisable was $7,000 as there were 140,000 options outstanding with an exercise price less than $0.15, the per share closing market price of our common stock at that date. Marina’s Chief Executive Officer resigned from the company effective June 10, 2016, ceasing all work for Marina at such time. On July 22, 2016, Marina entered into an agreement with Marina’s former CEO, pursuant to which Marina agreed (x) to pay $70,000 of back wages at such time as funds become reasonably available, all of which wages were accrued as of June 30, 2016, and (y) that all remaining unvested options to purchase shares of Marina’s common stock would vest immediately, with the exercise period of such options (as well as such options held by Marina’s former CEO that had already vested as of June 10, 2016) extended through the earlier of the option’s exercise period or December 31, 2017. Marina recognized the remaining compensation expense of $325,787 associated with these unvested 321,250 options, including the incremental cost resulting from modification of such options grant to extend their exercise period, in the quarter ended September 30, 2016, upon the modification. On December 1, 2016, Marina executed a Settlement Agreement with Marina’s former CEO for the back wages in the amount of $45,000 which was paid in December 2016. In connection with the November 15, 2016 Merger, we granted to each of the current members of our Board of Directors options to purchase up to 35,000 shares of our common stock at an exercise price of $0.10 per share. An aggregate of 140,000 options were granted, are exercisable for the five-year period beginning on the date of grant, and vested immediately. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Note 9 — Intellectual Property and Collaborative 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Note 10 – 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 - Income Taxes We have identified our federal and California state tax returns as “major” tax jurisdictions. The periods our income tax returns are subject to examination for these jurisdictions are 2013 through 2016. We believe our income tax filing positions and deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. At December 31, 2016, we had available net operating loss carry-forwards for federal income tax reporting purposes of approximately $318 million, and had available tax credit carry-forwards for federal tax reporting purposes of approximately $10.7 million, which are available to offset future taxable income. Portions of these carry-forwards will expire through 2036 if not otherwise utilized. We have not performed a formal analysis, but we believe our ability to use such net operating losses and tax credit carry-forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, which significantly impacts our ability to realize these deferred tax assets. Our net deferred tax assets, liabilities and valuation allowance are as follows: Year Ended December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards (a) $ 892,107 $ 474,767 Tax credit carryforwards (a) - - Depreciation and amortization 3,414,971 - Other 533,034 - Total deferred tax assets 4,840,112 474,767 Valuation allowance (3,918,791 ) (474,767 ) Net deferred tax assets 921,321 - Deferred tax liabilities: Intangible assets (921,321 ) - Net deferred tax liabilities $ - $ - (a) reflects estimated limitation under Section 382 and 383 of the Internal Revenue Code as of December 31, 2016 due to reverse merger on November 15, 2016. We record a valuation allowance in the full amount of our net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. The valuation allowance increased $3,444,024 and $474,767 during 2016 and 2015, respectively. In 2016 and 2015, there was income tax expense of $800 and $1,600, respectively, due to IThena’s income tax due the state of California. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Note 12 - Subsequent Events Stock Option Grants In January 2017, the Company granted 243,000 stock options to directors and officers for services. The options vest over a one year period, have an exercise price of $0.17, and have a five-year term. 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 the delivery of nanoparticles including small molecules, peptides, proteins and biologics. This represents the first time that our SMARTICLES technologies have been licensed in connection with nanoparticles delivering small molecules, peptides, proteins and biologics. 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. 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; provided, that if LipoMedics advises us in writing within such sixty (60) day period that such breach cannot reasonably be cured within such period, and if in our reasonable judgment, LipoMedics is diligently seeking to cure such breach during such period, then such period shall be extended an additional sixty (60) days for an aggregate of 120 days after written notice of termination, and if LipoMedics fails to cure such material breach by the end of such 120-day period, the License Agreement shall terminate in its entirety. LipoMedics may terminate the License Agreement by giving thirty (30) days’ prior written notice to us. The licensing agreement between Marina and Lipomedics gave Lipomedics access to Marina’s portfolio of patents around SMARTICLES lipids 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. 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, Lipomedics shall, in connection therewith (and as a condition thereto), 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 $500,000, with the purchase price for each share of Marina common stock being the greater of $0.29 or the volume weighted average price of the Marina common stock for the thirty (30) trading days immediately preceding the date on which Lipomedics delivers the Evaluation Notice to Marina. 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. For clarity’s sake, the aggregate amount of Sales Milestones paid hereunder may not exceed in any event Ninety Million Dollars ($90,000,000). There are no milestone payments for Licensed Products for fourth or beyond. Lipomedics is developing next generation paclitaxel nanomedicine which include Abraxane that has achieved billion dollar sales. Issuance of Shares to Service Providers In February 2017, we entered into two privately negotiated transactions pursuant to which we committed to issue 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 addition, in February 2017, we issued 0.3 million shares of our common stock to a consultant providing investment advisory services. Issuance of Shares to Officer 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. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. |
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. | 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. | Going Concern and Plan of Operations The accompanying 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 December 31, 2016, we had an accumulated deficit of $1,951,082 and a negative working capital of $2,651,189. To the extent that sufficient funding is available, 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 funded our losses primarily through the sale of common and preferred stock and warrants, the sale of the 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 the Notes, preferred stock and license-related revenues. At December 31, 2016, we had a cash balance of $105,347. Our limited 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. | Use of Estimates The preparation of the accompanying 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There are no cash equivalent as of December 31, 2016 or 2015. The Company deposits its cash with major financial institutions and may at times exceed the federally insured limit. At December 31, 2016 and 2015, the Company had $0 and $11,848, respectively, in excess of the federal insurance limit. | |
Goodwill | Goodwill The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company did not record an impairment loss on goodwill for the year ended December 31, 2016. | |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. Research and development expenses were $108,858 and $322,317 for the years ended on December 31, 2016 and 2015, respectively. Research and development expenses include compensation and related overhead for employees and consultants involved in research and development and the cost of materials purchased for research and development. | |
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%. | Fair Value of Financial Instruments We consider the fair value of cash, accounts receivable, accounts 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 2015: 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 Total liabilities at fair value $ - $ - $ - $ 141,723 Balance at December 31, 2015 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 warrants $ - $ - $ - $ 36,470 Total liabilities at fair value $ - $ - $ - $ 36,470 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2016 and 2015: Fair value liability for price adjustable warrants Balance at December 31, 2014 $ - Fair value of warrants issued - Exercise of warrants - Change in fair value included in consolidated statement of operations - Balance at December 31, 2015 - Fair value of warrants issued - Fair value of warrants assumed in reverse merger 66,623 Change in fair value included in consolidated statement of operations 75,100 Balance at December 31, 2016 $ 141,723 The fair value liability of price adjustable warrants for the year ended December 31, 2016 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $0.28 to $0.75, stock price of $0.15, volatility of 121% to 157%, 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. | 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 December 31, 2016 and 2015. |
Revenue Recognition | Revenue Recognition Revenue will be recognized when persuasive evidence that an arrangement exists, delivery has occurred, collectability is reasonably assured, and fees are fixed or determinable. Deferred revenue expected to be recognized within the next 12 months is classified as current. Substantially all of our revenue will be generated from licensing arrangements that do not involve multiple deliverables and have no ongoing influence, control or R&D obligations. Our license arrangements may include upfront non-refundable payments, development milestone payments, patent-based or product sale royalties, and commercial sales, all of which are treated as separate units of accounting. In addition, we may receive revenues from sub-licensing arrangements. For each separate unit of accounting, we will determine that the delivered items have value to the other party on a stand-alone basis, we will have objective and reliable evidence of fair value using available internal evidence for the undelivered item(s) and our arrangements generally do not contain a general right of return relative to the delivered item. Revenue from licensing arrangements will be recorded when earned based on the specific terms of the contracts. Upfront non-refundable payments, where we are not providing any continuing services as in the case of a license to our IP, are recognized when the license becomes available to the other party. Milestone payments typically represent nonrefundable payments to be received in conjunction with the uncertain achievement of a specific event identified in the contract, such as initiation or completion of specified development activities or specific regulatory actions such as the filing of an Investigational New Drug Application (“IND”). We believe a milestone payment represent the culmination of a distinct earnings process when it is not associated with ongoing research, development or other performance on our part and it is substantive in nature. We recognize such milestone payments as revenue when it becomes due and collection is reasonably assured. Royalty and earn-out payment revenues will generally be recognized upon commercial product sales by the licensee as reported by the licensee. | |
Stock-based Compensation | Stock-based Compensation We use Black-Scholes for the valuation of stock-based awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period the estimates are revised. Black-Scholes requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized immediately for immediately-vested portions of the grant, with the remaining portions recognized on a straight-line basis over the applicable vesting periods based on the fair value of such stock-based awards on the grant date. Forfeiture rates have been estimated based on historical rates and compensation expense is adjusted for general forfeiture rates in each period. Beginning in September 2014, Marina did not use historical forfeiture rates and did not apply a forfeiture rate as the historical forfeiture rate was not believed to be a reasonable estimate of the probability that the outstanding awards would be exercised in the future. Given the specific terms of the awards and the recipient population, we expect these options will all be exercised in the future. Non-employee stock compensation expense is recognized immediately for immediately-vested portions of a grant, with the remaining portions recognized on a straight-line basis over the applicable vesting periods. At the end of each financial reporting period prior to vesting, the value of the unvested stock options, as calculated using Black-Scholes, is re-measured using the fair value of our common stock, and the stock-based compensation recognized during the period is adjusted accordingly. | |
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 | 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: Year Ended December 31, 2016 2015 Stock options outstanding 1,688,106 - Warrants 24,466,783 117,720 Convertible Notes Payable 892,857 - Total 27,047,746 117,720 |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. Under the provisions of ASC 740, Income Taxes The Company recognizes a tax benefit only if it is more likely than not that the position is sustainable, based solely on its technical merits and considerations of the relevant taxing authorities; administrative practice and precedents. The Company completed its analysis of uncertain tax positions in accordance with applicable accounting guidance and determined no amounts were required to be recognized in the financial statements at December 31, 2016 and 2015. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation – Improvements to Employee Shared-Based Payment Accounting . In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases. This update requires lessees to recognize at the lease commencement date a lease liability which is the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and right-of-use assets, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees will no longer be provided with a source of off-balance sheet financing. This update is effective for financial statements issued for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Applying a full retrospective transition approach is not allowed. The Company does not expect the adoption of this standard to have a material effect on its financial statements. In January 2016, FASB ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In September 2015, the FASB issued changes to the accounting for measurement-period adjustments related to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period, as well as revise comparative information for prior periods presented within financial statements as needed, including revising income effects, such as depreciation and amortization, as a result of changes made to the balance sheet amounts of the acquiree. Such adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. Additionally, the changes require the acquiring entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period income by line item that would have been recorded in previous reporting periods if the adjustment to the balance sheet amounts had been recognized as of the acquisition date. These changes were to become effective for the Company for annual periods beginning after December 15, 2016. The Company does not expect the adoption of this standard to have a material effect on its financial statements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued changes to the recognition of revenue from contracts with customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. In August 2015, the FASB deferred the effective date by one year, making these changes effective for the Company on January 1, 2019. The Company does not expect the adoption of this standard to have a material effect on its financial statements. | |
Subsequent Events | 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. | Subsequent Event Policy Management has evaluated all activity since December 31, 2016, through the date the financial statements were issued and has concluded that no subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notes to the Financial Statements, other than those described in Note 12. |
Organization and Business Ope20
Organization and Business Operations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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 | 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 | The purchase price as of December 31, 2016 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) (1,926,972 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 113,924 Goodwill 3,558,076 Purchase price $ 3,672,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [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 | 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 | The purchase price as of December 31, 2016 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) (1,926,972 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 113,924 Goodwill 3,558,076 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 | The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2016: 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 |
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 | The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2016 and 2015: Fair value liability for price adjustable warrants Balance at December 31, 2014 $ - Fair value of warrants issued - Exercise of warrants - Change in fair value included in consolidated statement of operations - Balance at December 31, 2015 - Fair value of warrants issued - Fair value of warrants assumed in reverse merger 66,623 Change in fair value included in consolidated statement of operations 75,100 Balance at December 31, 2016 $ 141,723 |
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 | The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Year Ended December 31, 2016 2015 Stock options outstanding 1,688,106 - Warrants 24,466,783 117,720 Convertible Notes Payable 892,857 - Total 27,047,746 117,720 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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 | 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 |
Business Combination _ Acquis23
Business Combination / Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule Merger Agreement Based On Common Stock Outstandings | 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 of EstimateFair Value of Assets Acquired and Liabilities | The purchase price as of December 31, 2016 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) (1,926,972 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 113,924 Goodwill 3,558,076 Purchase price $ 3,672,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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 | Expiring in 2016 - Expiring in 2017 2,630,545 Expiring in 2018 113,831 Expiring thereafter 21,722,407 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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 | Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, January 1, 2016 - $ - Options acquired in reverse merger 1,688,106 $ 4.00 Outstanding, December 31, 2016 1,688,106 $ 4.00 Exercisable, December 31, 2016 1,688,106 $ 4.00 |
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 | The following table summarizes additional information on Marina’s stock options outstanding at December, 2016: 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 4.88 $ 0.10 140,000 $ 0.10 $ 0.26 - 0.82 484,000 3.48 0.46 484,000 0.46 $ 1.07 - $2.20 1,021,500 6.49 1.07 1,021,500 1.07 $ 47.60 - $87.60 21,000 1.44 67.60 21,000 67.60 $ 127.60 - $207.60 21,500 1.44 158.30 21,500 158.30 526.40 106 0.10 526.40 106 526.40 Totals 1,688,106 5.37 $ 3.68 1,688,106 $ 3.68 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.37 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Our net deferred tax assets, liabilities and valuation allowance are as follows: Year Ended December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards (a) $ 892,107 $ 474,767 Tax credit carryforwards (a) - - Depreciation and amortization 3,414,971 - Other 533,034 - Total deferred tax assets 4,840,112 474,767 Valuation allowance (3,918,791 ) (474,767 ) Net deferred tax assets 921,321 - Deferred tax liabilities: Intangible assets (921,321 ) - Net deferred tax liabilities $ - $ - (a) reflects estimated limitation under Section 382 and 383 of the Internal Revenue Code as of December 31, 2016 due to reverse merger on November 15, 2016. |
Organization and Business Ope27
Organization and Business Operations (Details Narrative (Details Narrative) - USD ($) | Nov. 15, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Jul. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, issued | 97,099,877 | 89,771,379 | 58,392,827 | ||||||
Accounts payable | $ 618,756 | $ 663,261 | $ 10,980 | ||||||
Accrued expenses | 717,547 | 1,393,521 | 64,688 | ||||||
Due to related party | 200,333 | 83,166 | 59,525 | ||||||
Accrued Interest Payable | 21,225 | 14,475 | |||||||
Issuance of common stock, shares | 470,000 | 210,000 | |||||||
Issuance of common stock, value | $ 15,000 | $ 75,000 | $ 60,000 | $ 250,000 | $ 1,000,000 | ||||
Warrant[Member] | |||||||||
Warrants to purchase shares | 300,000 | 300,000 | |||||||
Stock price | $ 0.28 | $ 0.15 | |||||||
Warrant[Member] | Minimum [Member] | |||||||||
Fair value of exercise price per share | $ 0.28 | $ 0.28 | |||||||
Fair value of volatility rate | 123.00% | 121.00% | |||||||
Fair value of contractual lives | 2 years 6 months | 2 years 6 months | |||||||
Fair value of risk free rates | 0.62% | 0.62% | |||||||
Warrant[Member] | Maximum [Member] | |||||||||
Issuance of common stock, shares | 3,153,211 | 3,153,211 | |||||||
Fair value of exercise price per share | $ 0.75 | $ 0.75 | |||||||
Fair value of volatility rate | 184.00% | 157.00% | |||||||
Fair value of contractual lives | 6 years | 6 years | |||||||
Fair value of risk free rates | 1.93% | 1.93% | |||||||
Line Letter [Member] | Chairman Of Board [Member] | |||||||||
Line of credit current borrowing capacity | $ 540,000 | $ 250,000 | |||||||
Line of credit maturity date | Apr. 30, 2017 | ||||||||
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% | 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] | |||||||||
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] | |||||||||
Issuance of common stock, shares | 1,500,000 | ||||||||
Issuance of common stock, value | $ 15,000 | ||||||||
Novosom Verwaltungs GmbH [Member] | License Agreement [Member] | |||||||||
Issuance of common stock, shares | 119,048 | ||||||||
Issuance of common stock, value | $ 15,000 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) (10-Q) - USD ($) | Nov. 15, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Jul. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2014 |
Common stock, issued | 97,099,877 | 89,771,379 | 58,392,827 | ||||||||
Accounts payable | $ 618,756 | $ 663,261 | $ 10,980 | ||||||||
Accrued expenses | 717,547 | 1,393,521 | 64,688 | ||||||||
Due to related party | 200,333 | 83,166 | 59,525 | ||||||||
Accrued Interest Payable | 21,225 | 14,475 | |||||||||
Sale of common stock to related party, shares | 470,000 | 210,000 | |||||||||
Issuance of common stock, value | $ 15,000 | $ 75,000 | $ 60,000 | 250,000 | 1,000,000 | ||||||
Accumulated deficit | 3,033,860 | 1,951,082 | 1,113,939 | ||||||||
Negative working | 2,297,576 | ||||||||||
Cash balance | $ 216,441 | $ 105,347 | $ 261,848 | $ 81,941 | |||||||
Warrant[Member] | |||||||||||
Warrants to purchase shares | 300,000 | 300,000 | |||||||||
Stock price | $ 0.28 | $ 0.15 | |||||||||
Warrant[Member] | Minimum [Member] | |||||||||||
Fair value of exercise price per share | $ 0.28 | $ 0.28 | |||||||||
Fair value of volatility rate | 123.00% | 121.00% | |||||||||
Fair value of contractual lives | 2 years 6 months | 2 years 6 months | |||||||||
Fair value of risk free rates | 0.62% | 0.62% | |||||||||
Warrant[Member] | Maximum [Member] | |||||||||||
Sale of common stock to related party, shares | 3,153,211 | 3,153,211 | |||||||||
Fair value of exercise price per share | $ 0.75 | $ 0.75 | |||||||||
Fair value of volatility rate | 184.00% | 157.00% | |||||||||
Fair value of contractual lives | 6 years | 6 years | |||||||||
Fair value of risk free rates | 1.93% | 1.93% | |||||||||
Line Letter [Member] | Chairman Of Board [Member] | |||||||||||
Line of credit current borrowing capacity | $ 540,000 | $ 250,000 | |||||||||
Line of credit maturity date | Apr. 30, 2017 | ||||||||||
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% | 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 | ||||||||||
Issuance of common stock, value | $ 15,000 | ||||||||||
Novosom Verwaltungs GmbH [Member] | License Agreement [Member] | |||||||||||
Sale of common stock to related party, shares | 119,048 | ||||||||||
Issuance of common stock, value | $ 15,000 |
Organization and Business Ope29
Organization and Business Operations - Schedule Merger Agreement Based On Common Stock Outstanding (Details) - shares | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 15, 2016 | Dec. 31, 2015 |
Shares of Marina common stock outstanding as of November 15, 2016 | 89,771,379 | 58,392,827 | ||
Shares of Marina common stock issued to IThena upon closing of transaction | 97,099,877 | 89,771,379 | 58,392,827 | |
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 |
Nature of Operations, Basis o30
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule Estimate of Fair Value of Assets Acquired and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 5,867 | $ 5,867 |
Net current liabilities assumed (excluding cash) | (1,871,725) | (1,926,972) |
Identifiable intangible assets | 2,361,066 | 2,361,066 |
Debt | (326,037) | (326,037) |
Net assets acquired | 169,170 | 113,924 |
Goodwill | 3,502,829 | 3,558,076 |
Purchase price | $ 3,672,000 | $ 3,672,000 |
Nature of Operations, Basis o31
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule Of Anti-Dilutive Securities (Details) (10-Q) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive securities | 31,080,118 | 139,173 | 27,047,746 | 117,720 |
Convertible Notes Payable [Member] | ||||
Anti-dilutive securities | 1,716,123 | 892,857 | ||
Warrant[Member] | ||||
Anti-dilutive securities | 27,029,995 | 139,173 | 24,466,783 | 117,720 |
Stock Option [Member] | ||||
Anti-dilutive securities | 2,334,000 | 1,688,106 |
Nature of Operations, Basis o32
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 | Dec. 31, 2015 | Dec. 31, 2014 |
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 o33
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 | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | 75,100 | ||
Balance | $ 244,795 | $ 141,723 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details Narrative) (10K) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||||
Accumulated deficit | $ 3,033,860 | $ 1,951,082 | $ 1,113,939 | ||
Working capital deficit | 2,651,189 | ||||
Cash | 216,441 | $ 81,941 | $ 105,347 | 261,848 | |
Investment maturity term | 3 months | ||||
Cash and cash equivalents | |||||
Cash FDIC insured amount | 0 | 11,848 | |||
Goodwill, Impairment Loss | |||||
Research and development costs | $ 73,431 | $ 4,978 | 108,858 | 322,317 | |
Asset impairment charges | |||||
Maximum benefit percentage | 50.00% | ||||
Unrecognized tax benefits |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule Of Liabilities Measured At Fair Value On A Recurring Basis (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
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 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule Of Fair Value Liability Of Price Adjustable Warrants Determined By Level 3 (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | 75,100 | ||
Fair value of warrants assumed in reverse merger | 66,623 | |||
Balance | $ 244,795 | $ 141,723 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Schedule Of Anti-Dilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive securities | 31,080,118 | 139,173 | 27,047,746 | 117,720 |
Convertible Notes Payable [Member] | ||||
Anti-dilutive securities | 1,716,123 | 892,857 | ||
Warrant[Member] | ||||
Anti-dilutive securities | 27,029,995 | 139,173 | 24,466,783 | 117,720 |
Stock Option [Member] | ||||
Anti-dilutive securities | 2,334,000 | 1,688,106 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 15, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 3,502,829 | $ 3,558,076 | $ 3,558,076 | ||
Amortization | 98,378 | 49,189 | |||
Accumulated amortization of intangible assets | $ 147,567 | $ 2,311,877 |
Intangible Assets (Details Na39
Intangible Assets (Details Narrative) (10-Q) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 15, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 3,502,829 | $ 3,558,076 | $ 3,558,076 | ||
Intangible asset | 2,213,499 | ||||
Accumulated amortization of intangible assets | 147,567 | 2,311,877 | |||
Amortization | $ 98,378 | $ 49,189 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Estimated Fair Value, Intangible assets | $ 2,361,066 | $ 2,361,066 |
Estimated Useful Life, Intangible assets | 6 years | 6 years |
Annual Amortization Expense, Intangible assets | $ 393,511 | $ 393,511 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 15, 2016 | Feb. 09, 2015 | Jul. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 29, 2016 |
Personnel cost | $ 158,140 | $ 41,991 | $ 166,550 | $ 236,594 | ||||
Due to related party | 200,333 | 83,166 | 59,525 | |||||
Warrants issued for remaining debt amount | 178,572 | 47,791 | 36,470 | |||||
Accounts payable | 618,756 | 663,261 | 10,980 | |||||
Accrued expenses | 717,547 | 1,393,521 | 64,688 | |||||
Accrued Interest Payable | 21,225 | 14,475 | ||||||
Warrant liability | 36,470 | |||||||
Debt instrument face amount | 121,523 | |||||||
Chairman Of Board [Member] | Line Letter [Member] | ||||||||
Line of credit current borrowing capacity | $ 540,000 | 250,000 | ||||||
Line of credit maturity date | Apr. 30, 2017 | |||||||
Trieu [Member] | Line Letter [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] | ||||||||
Debt instrument maturity date | Jun. 30, 2018 | |||||||
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 | |||||||
Investment | 479 | |||||||
Accounts payable | 71,560 | |||||||
Accrued expenses | 11,470 | |||||||
Other liabilities | 118,759 | |||||||
Convertible note | 50,000 | |||||||
Accrued Interest Payable | 567 | |||||||
Contributed capital | 257,252 | |||||||
Autotelic [Member] | ||||||||
Billed expenses | $ 213,103 | $ 72,231 | 344,563 | 332,866 | ||||
Payment of billed expenses | $ 232,610 | $ 278,716 | ||||||
Warrant liability | $ 118,759 | |||||||
Autotelic [Member] | January 1 to March 31, 2015 [Member] | ||||||||
Service provider percentage | 100.00% | |||||||
Issuance of warrants | 47,374 | |||||||
Warrants exercise price | $ 2.76 | |||||||
Autotelic [Member] | April 1 To June 30, 2015 [Member] | ||||||||
Service provider percentage | 100.00% | |||||||
Issuance of warrants | 40,132 | |||||||
Warrants exercise price | $ 2.76 | |||||||
Autotelic [Member] | July,1 to September 2015 [Member] | ||||||||
Service provider percentage | 100.00% | |||||||
Issuance of warrants | 30,214 | |||||||
Warrants exercise price | $ 2.76 | |||||||
Autotelic [Member] | October 1 to December 31, 2015 [Member] | ||||||||
Service provider percentage | 100.00% | |||||||
Issuance of warrants | 21,453 | |||||||
Warrants exercise price | $ 2.76 | |||||||
Master Services Agreement [Member] | ||||||||
Ownership interest | 10.00% | 10.00% | ||||||
Proceeds from common or preferred stock, gross | $ 10,000,000 | $ 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). | 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% | 20.00% |
Related Party Transactions (D42
Related Party Transactions (Details Narrative) (10-Q) - USD ($) | Nov. 15, 2016 | Jul. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Personnel cost | $ 158,140 | $ 41,991 | $ 166,550 | $ 236,594 | ||
Due to related party | 200,333 | 83,166 | 59,525 | |||
Warrants issued for remaining debt amount | 178,572 | 47,791 | 36,470 | |||
Debt instrument face amount | 121,523 | |||||
Chairman Of Board [Member] | Line Letter [Member] | ||||||
Line of credit current borrowing capacity | $ 540,000 | 250,000 | ||||
Line of credit maturity date | Apr. 30, 2017 | |||||
Trieu [Member] | Line Letter [Member] | ||||||
Line of credit | $ 250,000 | 475,064 | ||||
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] | ||||||
Debt instrument maturity date | Jun. 30, 2018 | |||||
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 | $ 344,563 | $ 332,866 | ||
Master Services Agreement [Member] | ||||||
Ownership interest | 10.00% | 10.00% | ||||
Proceeds from common or preferred stock, gross | $ 10,000,000 | $ 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). | 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% | 20.00% |
Business Combination _ Acquis43
Business Combination / Acquisition (Details Narrative) - IthenaPharma Inc [Member] - USD ($) | Nov. 15, 2016 | Dec. 31, 2016 |
Ownership percentage of issued and outstanding shares | 65.00% | 65.00% |
Purchase price of reserve merger consideration | $ 3,700,000 |
Business Combination _ Acquis44
Business Combination / Acquisition - Schedule Merger Agreement Based On Common Stock Outstandings (Details) - shares | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 15, 2016 | Dec. 31, 2015 |
Shares of Marina common stock outstanding as of November 15, 2016 | 89,771,379 | 58,392,827 | ||
Shares of Marina common stock issued to IThena upon closing of transaction | 97,099,877 | 89,771,379 | 58,392,827 | |
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 |
Business Combination _ Acquis45
Business Combination / Acquisition - Schedule of EstimateFair Value of Assets Acquired and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Business Combinations [Abstract] | ||
Cash | $ 5,867 | $ 5,867 |
Net current liabilities assumed (excluding cash) | (1,871,725) | (1,926,972) |
Identifiable intangible assets | 2,361,066 | 2,361,066 |
Debt | (326,037) | (326,037) |
Net assets acquired | 169,170 | 113,924 |
Goodwill | 3,502,829 | 3,558,076 |
Purchase price | $ 3,672,000 | $ 3,672,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 28, 2016 | Jun. 20, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt instrument face amount | $ 121,523 | |||
Accrued interest expenses | $ 21,225 | 14,475 | ||
Debt principal and interest | $ 321,225 | $ 314,475 | ||
Promissory Note [Member] | ||||
Debt instrument face amount | $ 121,523 | |||
Debt instrument maturity date | Mar. 31, 2017 | Mar. 31, 2017 | ||
Debt periodic payment | $ 6,000 | $ 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% |
Notes Payable (Details Narrat47
Notes Payable (Details Narrative) (10-Q) - USD ($) | Dec. 28, 2016 | Jun. 20, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt instrument face amount | $ 121,523 | |||
Accrued interest expenses | $ 21,225 | 14,475 | ||
Debt principal and interest | 321,225 | $ 314,475 | ||
Notes payable | $ 115,523 | |||
Promissory Note [Member] | ||||
Debt instrument face amount | $ 121,523 | |||
Debt instrument maturity date | Mar. 31, 2017 | Mar. 31, 2017 | ||
Debt periodic payment | $ 6,000 | $ 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 ($) | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Feb. 28, 2017 | Nov. 30, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2014 |
Issuance of common stock, value | $ 15,000 | $ 75,000 | $ 60,000 | $ 250,000 | $ 1,000,000 | |||||||||||
Conversion of stock, shares converted | 0.29 | |||||||||||||||
Common stock, par value | 582,599 | 538,628 | 350,357 | |||||||||||||
Issuance of common stock, shares | 470,000 | 210,000 | ||||||||||||||
Change in fair value liability for price adjustable warrants | 103,072 | $ 75,100 | ||||||||||||||
Number of value issued for equity components | $ 44,240 | |||||||||||||||
Number of warrants outstanding, shares | 27,029,995 | |||||||||||||||
Warrant[Member] | ||||||||||||||||
Warrants to purchase, shares | 300,000 | 300,000 | ||||||||||||||
Change in fair value liability for price adjustable warrants | $ 90,000 | |||||||||||||||
Prior warrant percent | 80.00% | |||||||||||||||
Percentage of no prior warrants | 20.00% | |||||||||||||||
Warrant exchange ratio description | Exchange ratio used in the Merger (10.510708), | |||||||||||||||
Number of warrants outstanding, shares | 24,466,783 | |||||||||||||||
Weighted average exercise price | $ 0.47 | |||||||||||||||
Warrant[Member] | Maximum [Member] | ||||||||||||||||
Issuance of common stock, shares | 3,153,211 | 3,153,211 | ||||||||||||||
MiNA Therapeutics [Member] | ||||||||||||||||
Number of shares issued for equity components | 470,000 | 210,000 | ||||||||||||||
Number of value issued for equity components | $ 75,000 | $ 60,000 | ||||||||||||||
License Agreement [Member] | ||||||||||||||||
Number of shares issued for equity components | 120,000 | |||||||||||||||
Number of value issued for equity components | $ 15,000 | |||||||||||||||
License Agreement [Member] | November 2016 [Member] | ||||||||||||||||
Number of shares issued for equity components | 119,048 | |||||||||||||||
Number of value issued for equity components | $ 15,000 | |||||||||||||||
Asset Purchase Agreement [Member] | November 2016 [Member] | ||||||||||||||||
Issuance of common stock, shares | 1,500,000 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Preferred stock designated, shares | 1,000 | 1,000 | ||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred stock designated, shares | 90,000 | 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 | 1,400,000 | ||||||||||||||
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, value | $ 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 |
Stockholders' Equity (Details49
Stockholders' Equity (Details Narrative) (10-Q) - USD ($) | Feb. 06, 2017 | Jul. 31, 2016 | 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 | Dec. 31, 2015 | Mar. 31, 2014 |
Issuance of common stock, value | $ 15,000 | $ 75,000 | $ 60,000 | $ 250,000 | $ 1,000,000 | |||||||||
Conversion of stock, shares converted | 0.29 | |||||||||||||
Common stock, par value | 582,599 | 538,628 | 350,357 | |||||||||||
Issuance of common stock, shares | 470,000 | 210,000 | ||||||||||||
Change in fair value liability for price adjustable warrants | 103,072 | $ 75,100 | ||||||||||||
Debt instruments conversion into shares | 6,153,684 | |||||||||||||
Debt instruments conversion into shares, value | $ 948,000 | |||||||||||||
Sale of stock transaction, value | $ 250,000 | |||||||||||||
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 | 1,000 | ||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Preferred stock designated, shares | 90,000 | 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 | 1,400,000 | ||||||||||||
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, value | $ 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) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Expiring in 2016 | 2,100,545 | |
Expiring in 2017 | 113,831 | 2,630,545 |
Expiring in 2018 | 6,000,000 | 113,831 |
Expiring thereafter | 3,487,327 | 21,722,407 |
Stockholders_ Equity - Schedu51
Stockholders’ Equity - Schedule of Warrant Activity (Details) (10-Q) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Expiring in 2017 | 2,100,545 | |
Expiring in 2018 | 113,831 | 2,630,545 |
Expiring in 2019 | 6,000,000 | 113,831 |
Expiring in 2020 | 11,890,792 | |
Expiring in 2020 | 3,437,500 | |
Expiring thereafter | 3,487,327 | 21,722,407 |
Total | 27,029,995 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) | Dec. 01, 2016 | Nov. 15, 2016 | Jul. 22, 2016 | Jan. 02, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Options to purchase, shares | 152,000 | 80,000 | 80,000 | |||
Options to purchase exercise price, per share | $ 0.26 | $ 0.26 | ||||
Stock option unrecognized compensation expense | $ 0 | |||||
Stock option unrecognized compensation expense, shares | 321,250 | |||||
Stock option outstanding, intrinsic value | $ 99,300 | $ 7,000 | ||||
Stock option exercisable, intrinsic value | $ 140,000 | |||||
Stock option outstanding exercise price | $ 0.28 | $ 0.15 | ||||
Compensation expenses | $ 325,787 | |||||
Stock option granted | 646,000 | 232,000 | ||||
Chief Executive Officer [Member] | ||||||
Wages compensation | $ 45,000 | $ 70,000 | ||||
Board of Directors [Member] | ||||||
Options to purchase, shares | 35,000 | |||||
Options to purchase exercise price, per share | $ 0.10 | |||||
Stock option weighted average period term | 5 years | |||||
Compensation expenses | $ 140,000 |
Stock Incentive Plans (Detail53
Stock Incentive Plans (Details Narrative) (10-Q) - USD ($) | Jan. 02, 2017 | Jan. 02, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2017 | Dec. 31, 2015 |
Options to purchase, shares | 152,000 | 80,000 | 80,000 | |||
Options to purchase exercise price, per share | $ 0.26 | $ 0.26 | ||||
Stock option outstanding exercise price | $ 0.28 | $ 0.15 | ||||
Stock option unrecognized compensation expense | $ 51,901 | |||||
Stcok option expenses | 44,240 | |||||
Stock option outstanding, intrinsic value | $ 99,300 | $ 7,000 | ||||
Stock option exercisable, intrinsic value | $ 140,000 | |||||
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) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding Beginning, Shares | 1,688,106 | |
Options acquired in reverse merger | $ 1,688,106 | |
Options Outstanding, granted | 646,000 | 232,000 |
Options Outstanding, expired | (106) | |
Options Outstanding Ending, Shares | 2,334,000 | 1,688,106 |
Options Outstanding Exercisable, Shares | 1,931,000 | 1,688,106 |
Options Outstanding Weighted Average Exercise Price, Beginning | $ 4 | |
Options acquired in reverse merger Weighted Average Exercise Price | 4 | |
Options Outstanding Weighted Average Exercise Price, granted | 0.17 | |
Options Outstanding Weighted Average Exercise Price, expired | 526.40 | |
Options Outstanding Weighted Average Exercise Price, Ending | 2.69 | 4 |
Options Exercisable Weighted Average Exercise Price | $ 3.21 | $ 4 |
Stock Incentive Plans - Sched55
Stock Incentive Plans - Schedule of Summary of Additional Information On Stock Options Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number of Options Outstanding, Shares | 1,688,106 | |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 5 years 4 months 13 days | |
Options Outstanding Weighted Average Exercise Price | $ 3.68 | |
Number of Option Exercisable, Shares | 1,688,106 | |
Options Exercisable Weighted Average Exercise Price | $ 3.68 | |
Options Exercisable Weighted-average Remaining Contractual Life (years) | 5 years 4 months 13 days | |
Range One [Member] | ||
Range of Exercise Prices, Upper | $ 0.10 | $ 0.10 |
Number of Options Outstanding, Shares | 140,000 | 140,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 7 months 17 days | 4 years 10 months 17 days |
Options Outstanding Weighted Average Exercise Price | $ 0.10 | $ 0.10 |
Number of Option Exercisable, Shares | 140,000 | 140,000 |
Options Exercisable Weighted Average Exercise Price | $ 0.10 | $ 0.10 |
Range Two [Member] | ||
Range of Exercise Prices, Lower | 0.17 | 0.26 |
Range of Exercise Prices, Upper | $ 0.81 | $ 0.82 |
Number of Options Outstanding, Shares | 646,000 | 484,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 9 months 18 days | 3 years 5 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 0.17 | $ 0.46 |
Number of Option Exercisable, Shares | 243,000 | 484,000 |
Options Exercisable Weighted Average Exercise Price | $ 0.17 | $ 0.46 |
Range Three [Member] | ||
Range of Exercise Prices, Lower | 0.26 | 1.07 |
Range of Exercise Prices, Upper | $ 0.82 | $ 2.20 |
Number of Options Outstanding, Shares | 484,000 | 1,021,500 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 3 years 2 months 27 days | 6 years 5 months 27 days |
Options Outstanding Weighted Average Exercise Price | $ 0.46 | $ 1.07 |
Number of Option Exercisable, Shares | 484,000 | 1,021,500 |
Options Exercisable Weighted Average Exercise Price | $ 0.46 | $ 1.07 |
Range Four [Member] | ||
Range of Exercise Prices, Lower | 1.07 | 47.60 |
Range of Exercise Prices, Upper | $ 2.20 | $ 87.60 |
Number of Options Outstanding, Shares | 1,021,500 | 21,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 6 years 2 months 27 days | 1 year 5 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 1.07 | $ 67.60 |
Number of Option Exercisable, Shares | 1,021,500 | 21,000 |
Options Exercisable Weighted Average Exercise Price | $ 1.07 | $ 67.60 |
Range Five [Member] | ||
Range of Exercise Prices, Lower | 47.60 | 127.60 |
Range of Exercise Prices, Upper | $ 87.60 | $ 207.60 |
Number of Options Outstanding, Shares | 21,000 | 21,500 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 2 months 9 days | 1 year 5 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 67.60 | $ 158.30 |
Number of Option Exercisable, Shares | 21,000 | 21,500 |
Options Exercisable Weighted Average Exercise Price | $ 67.60 | $ 158.30 |
Range Six [Member] | ||
Range of Exercise Prices, Lower | 127.60 | |
Range of Exercise Prices, Upper | $ 207.60 | $ 526.40 |
Number of Options Outstanding, Shares | 21,500 | 106 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 2 months 9 days | 1 month 6 days |
Options Outstanding Weighted Average Exercise Price | $ 158.30 | $ 526.40 |
Number of Option Exercisable, Shares | 21,500 | 106 |
Options Exercisable Weighted Average Exercise Price | $ 158.30 | $ 526.40 |
Intellectual Property and Col56
Intellectual Property and Collaborative Agreements (Details Narrative) - USD ($) | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 |
Sale of common stock to related party, shares | 470,000 | 210,000 | |||||||
Issuance of common stock, value | $ 15,000 | $ 75,000 | $ 60,000 | $ 250,000 | $ 1,000,000 | ||||
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 |
Intellectual Property and Col57
Intellectual Property and Collaborative Agreements (Details Narrative) (10-Q) - USD ($) | Feb. 06, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 |
Sale of common stock to related party, shares | 470,000 | 210,000 | ||||||||
Sale of common stock to related party | $ 15,000 | $ 75,000 | $ 60,000 | $ 250,000 | $ 1,000,000 | |||||
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 ($1,000,000,000) for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale targets are met. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carry-forwards | $ 318,000,000 | |||
Available tax credit carry-forwards | $ 10,700,000 | |||
Net operating loss carry forwards expire period | 2,036 | |||
Valuation allowance, deferred tax asset, increase, amount | $ 3,444,024 | $ 474,767 | ||
Income tax expense | $ 800 | $ 800 | $ 1,600 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforwards | [1] | $ 892,107 | $ 474,767 |
Tax credit carryforwards | [1] | ||
Depreciation and amortization | 3,414,971 | ||
Other | 533,034 | ||
Total deferred tax assets | 4,840,112 | 474,767 | |
Valuation allowance | (3,918,791) | (474,767) | |
Net deferred tax assets | 921,321 | ||
Intangible assets | (921,321) | ||
Net deferred tax liabilities | |||
[1] | reflects estimated limitation under Section 382 and 383 of the Internal Revenue Code as of December 31, 2016 due to reverse merger on November 15, 2016. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 13, 2017 | Feb. 06, 2017 | Jan. 31, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based compensation arrangement by share-based payment award, options, grants for services | 646,000 | 232,000 | ||||||||
Issuance of common stock, value | $ 15,000 | $ 75,000 | $ 60,000 | $ 250,000 | $ 1,000,000 | |||||
Issuance of common stock, shares | 470,000 | 210,000 | ||||||||
Stock issued during period, value, issued for services | $ 54,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Issuance of common stock, value | $ 20,090 | |||||||||
Issuance of common stock, shares | 69,276 | |||||||||
Sale of stock, price per share | $ 0.29 | $ 0.29 | ||||||||
Stock issued during period, value, issued for services | $ 948,000 | |||||||||
Stock issued during period, shares, issued for services | 6,153,684 | |||||||||
Subsequent Event [Member] | License Agreement [Member] | LipoMedics, Inc [Member] | ||||||||||
Issuance of common stock, value | $ 250,000 | |||||||||
Issuance of common stock, shares | 862,068 | |||||||||
Maximum success based milestone value | $ 90,000,000 | |||||||||
Revenue recognition, milestone method, milestone | 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. For claritys sake, the aggregate amount of Sales Milestones paid hereunder may not exceed in any event Ninety Million Dollars ($90,000,000). There are no milestone payments for Licensed Products for fourth or beyond. Lipomedics is developing next generation paclitaxel nanomedicine which include Abraxane that has achieved billion dollar sales. | |||||||||
Subsequent Event [Member] | License Agreement [Member] | LipoMedics, Inc [Member] | Common Stock [Member] | ||||||||||
Issuance of common stock, value | $ 500,000 | |||||||||
Sale of stock, price per share | $ 0.29 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | LipoMedics, Inc [Member] | ||||||||||
Issuance of common stock, value | $ 250,000 | |||||||||
Sale of stock, price per share | $ 0.29 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | LipoMedics, Inc [Member] | Minimum [Member] | ||||||||||
Sale of stock, price per share | $ 0.29 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | LipoMedics, Inc [Member] | Common Stock [Member] | ||||||||||
Issuance of common stock, value | $ 500,000 | |||||||||
Subsequent Event [Member] | Directors and Officers [Member] | ||||||||||
Share-based compensation arrangement by share-based payment award, options, grants for services | 243,000 | |||||||||
Stock options vesting period | 1 year | |||||||||
Stock options exercise price | $ 0.17 | |||||||||
Stock option, expiration period | 5 years | |||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||
Stock issued during period, shares, issued for services | 300,000 | |||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Consultant [Member] | ||||||||||
Sale of stock, price per share | $ 0.14 | |||||||||
Stock issued during period restricted stock award, shares | 100,000 |
Subsequent Events (Details Na61
Subsequent Events (Details Narrative) (10-Q) - USD ($) | Apr. 13, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2014 |
Payment of cash | $ 216,441 | $ 105,347 | $ 261,848 | $ 81,941 | ||||||
Issuance of common stock, value | $ 15,000 | $ 75,000 | $ 60,000 | $ 250,000 | $ 1,000,000 | |||||
Issuance of common stock, shares | 470,000 | 210,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Due to related parties | $ 36,047 | |||||||||
Payment of cash | 15,957 | |||||||||
Issuance of common stock, value | $ 20,090 | |||||||||
Issuance of common stock, shares | 69,276 | |||||||||
Sale of stock price per share | $ 0.29 | $ 0.29 | ||||||||
Stock issued during period, shares, issued for services | 6,153,684 | |||||||||
Subsequent Event [Member] | May 2017 [Member] | ||||||||||
Stock issued during period, shares, issued for services | 69,276 |