Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Marina Biotech, Inc. | |
Entity Central Index Key | 737,207 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 9,837,930 | |
Trading Symbol | MRNA | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 263,913 | $ 105,347 |
Prepaid expenses and other assets | 138,355 | 211,133 |
Total current assets | 402,268 | 316,480 |
Intangible assets, net | 2,727,273 | 2,311,877 |
Goodwill | 3,502,829 | 3,558,076 |
Total Noncurrent assets | 6,230,102 | 5,869,953 |
Total assets | 6,632,370 | 6,186,433 |
Current liabilities | ||
Accounts payable | 938,365 | 663,261 |
Accrued expenses | 1,019,476 | 1,393,521 |
Due to related party | 277,132 | 83,166 |
Notes payable | 437,823 | 435,998 |
Notes payable to related parties | 80,410 | |
Convertible notes payable | 401,283 | |
Convertible notes payable to related parties | 552,714 | 250,000 |
Fair value of liabilities for price adjustable warrants | 255,510 | 141,723 |
Derivative liability | 195,943 | |
Total current liabilities | 4,158,656 | 2,967,669 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 9,837,859 and 8,977,138 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 59,028 | 53,863 |
Additional paid-in capital | 6,836,339 | 5,115,983 |
Deferred compensation | (216,600) | |
Accumulated deficit | (4,205,053) | (1,951,082) |
Total stockholders' equity | 2,473,714 | 3,218,764 |
Total liabilities and stockholders' equity | 6,632,370 | 6,186,433 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value; 100,000 shares authorized | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value; 100,000 shares authorized |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value | $ 0.006 | $ 0.006 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 9,837,859 | 8,977,138 |
Common stock, shares outstanding | 9,837,859 | 8,977,138 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, shares issued | 1,020 | 1,020 |
Preferred stock, shares outstanding | 1,020 | 1,020 |
Preferred stock, liquidation Preference value | $ 5,100 | $ 5,100 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, shares issued | 60 | 60 |
Preferred stock, shares outstanding | 60 | 60 |
Preferred stock, liquidation Preference value | $ 300 | $ 300 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | ||||
License and other revenues | ||||
Operating expenses | ||||
Personnel expenses | 319,079 | 71,328 | 626,001 | 155,310 |
Research and development | 141,686 | 52,249 | 215,117 | 57,227 |
Amortization | 106,226 | 204,604 | ||
General and administrative | 381,923 | 4,863 | 870,445 | 30,094 |
Total operating expenses | 948,914 | 128,440 | 1,916,167 | 242,631 |
Loss from operations | (948,914) | (128,440) | (1,916,167) | (242,631) |
Other income (expense) | ||||
Interest expense | (15,621) | (27,274) | ||
Change in fair value liability of warrants | (10,715) | (113,787) | ||
Change in fair value of derivative liability | (195,943) | (195,943) | ||
Total Other income (expense), net | (222,279) | (337,004) | ||
Loss before provision for income taxes | (1,171,193) | (128,440) | (2,253,171) | (242,631) |
Provision for income taxes | 800 | 800 | 800 | |
Net loss | $ (1,171,193) | $ (129,240) | $ (2,253,971) | $ (243,431) |
Net loss per share – basic and diluted | $ (0.12) | $ (0.03) | $ (0.24) | $ (0.06) |
Weighted average shares outstanding – basic and diluted | 9,733,078 | 4,227,641 | 9,567,998 | 4,063,820 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 53,863 | $ 5,115,983 | $ (1,951,082) | $ 3,218,764 | |
Balance, shares at Dec. 31, 2016 | 8,977,138 | ||||
Sale of common stock to related party | $ 517 | 249,483 | 250,000 | ||
Sale of common stock to related party, shares | 86,207 | ||||
Common stock issued for services | $ 180 | 53,820 | 54,000 | ||
Common stock issued for services, shares | 30,000 | ||||
Common stock issued for accounts payable | $ 3,734 | 972,980 | 976,714 | ||
Common stock issued for accounts payable, shares | 622,296 | ||||
Return of common stock for note receivable | $ (52) | (31,352) | (31,404) | ||
Return of common stock for note receivable, shares | (8,725) | ||||
Restricted stock issued to officer | $ 420 | 245,580 | $ (216,600) | 29,400 | |
Restricted stock issued to officer, shares | 70,000 | ||||
Stock option compensation | 59,568 | 59,568 | |||
Conversion of warrants to common stock | $ 366 | 170,277 | 170,643 | ||
Conversion of warrants to common stock, shares | 60,944 | ||||
Effects of rounding due to reverse split | |||||
Effects of rounding due to reverse split, shares | (1) | ||||
Net loss | (2,253,971) | (2,253,971) | |||
Balance at Jun. 30, 2017 | $ 59,028 | $ 6,836,339 | $ (216,600) | $ (4,205,053) | $ 2,473,714 |
Balance, shares at Jun. 30, 2017 | 9,837,859 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (2,253,971) | $ (243,431) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 88,968 | |
Common shares issued for third party services | 54,000 | |
Warrants issued for services | 36,470 | |
Amortization | 204,604 | |
Fair value liabilities for price adjustable warrants | 113,787 | |
Change in fair value of derivative liability | 195,943 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 41,374 | (479) |
Accounts payable | 330,351 | 25,531 |
Accrued expenses | 298,491 | (23,503) |
Due to related party | 193,966 | (54,150) |
Net Cash used in operating activities | (732,487) | (259,562) |
Cash Flows Used in Investing Activities: | ||
Purchase of intangible asset | (300,000) | |
Net cash used in investing activities | (300,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sales of common stock to related party | 250,000 | |
Proceed from notes payable, related party | 80,410 | |
Proceed from convertible notes | 400,000 | |
Proceed from convertible notes, related parties | 290,000 | |
Proceeds from conversion of warrants to common stock | 170,643 | |
Net cash provided by financing activities | 1,191,053 | |
Increase (decrease) in cash | 158,566 | (259,562) |
Cash – Beginning of Period | 105,347 | 261,848 |
Cash - End of Period | 263,913 | 2,286 |
Supplementary Cash Flow Information: | ||
Income taxes paid | 800 | |
Non-cash Investing and Financing Activities: | ||
Issuance of warrants for services | 36,470 | |
Common stock issued for accounts payable | 976,714 | |
Return of common stock for note receivable | 31,404 | |
Adjustment to goodwill | $ 55,247 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations, Basis of Presentation and Significant Accounting Policies | Note 1 – Nature of Operations, Basis of Presentation and Significant Accounting Policies Reverse Stock Split On August 1, 2017, we filed a Certificate of Amendment of our Amended and Restated Certificate of Incorporation to effect a one-for-ten reverse split of our issued and outstanding shares of common stock. Our common stock commenced trading on the OTCQB tier of the OTC Markets on a split-adjusted basis on Thursday, August 3, 2017. Unless indicated otherwise, all share and per share information included in these financial statements give effect to the reverse split. Reverse Merger with IThenaPharma On November 15, 2016, Marina Biotech, Inc. and subsidiaries (“we”, “us”) 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 (5,839,283 shares after adjustment for the Company’s 1 for 10 reverse stock split in August 2017), representing approximately 65% of the issued and outstanding shares of Marina’s common stock following the completion of the Merger. Outstanding warrants to purchase 30,000 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 (retroactively adjusted for the 1 for 10 reverse stock split in August 2017): Shares of Marina common stock outstanding as of November 15, 2016 3,137,855 Divided by the percentage of Marina ownership of combined company 35 % Adjusted total shares of common stock of combined company 8,977,138 Multiplied by the assumed percentage of IThena ownership of combined company 65 % Shares of Marina common stock issued to IThena upon closing of transaction 5,839,283 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 June 30, 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 169,171 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 six months ended June 30, 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 Executive Chairman, for an unsecured line of credit to be used for current operating expenses in an amount not to exceed $540,000, of which all had been drawn at June 30, 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 $540,000 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) $1.00 (such price, the “Conversion Price”); provided, that in no event shall the Conversion Price be lower than the lower of (x) $2.80 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 $2.80 per share. The embedded conversion feature in the Line Letter qualified it as a derivative instrument since the number of shares issuable under the Line Letter is indeterminate based on guidance under ASC 815, Derivatives and Hedging. The conversion feature of this line letter has been characterized as a derivative liability during the three months ended June 30, 2017, to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The Company recorded a derivative liability of $195,943 for the fair value of this conversion feature as of June 30, 2017. On April 4, 2017, the Company entered into a Line Letter with Autotelic Inc., a stockholder of IThenaPharma that became the holder of 525,535 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. The balance under the line was $80,410 as of June 30, 2017 and is included in convertible notes to related parties on the accompanying balance sheet. 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”) .15 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 11,905 shares with a value of approximately $15,000 to Novosom as the equity component owed under our July 2016 license agreement. Common Stock Offering On June 26, 2017, the Company filed a Form S-1 Registration Statement with the SEC, with amendments on July 27, 2017 and August 3, 2017, to allow the Company to offer directly to selected investors 2,058,823 units (adjusted to reflect the 1 for 10 reverse split of our common stock), with each unit consisting of (i) one share of our common stock, par value $0.006 per share and (ii) a warrant to purchase 0.5 shares of our common stock, at an assumed offering price of $3.40 per unit, which was the closing price of our common stock on July 20, 2017. The warrants will be immediately exercisable at an exercise price that is not less than the offering price per unit in this offering, and will expire on the fifth anniversary of the issuance date. This Registration Statement was not yet effective as of this filing date. 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 is a fully integrated, commercial stage biopharmaceutical company delivering proprietary drug therapeutics for significant unmet medical needs in the U.S., Europe and additional international markets. Our portfolio of products currently focuses on fixed dose combinations (“FDC”) in hypertension, arthritis, pain and oncology allowing for innovative solutions to such unmet medical needs. Our approach is meant to reduce clinical risk and accelerate time to market by shortening the clinical development program through leveraging what is already known or can be learned in our proprietary Patient Level Database. We currently have one commercial and three clinical development programs underway: (i) Prestalia®, a single-pill fixed dose combination of perindopril, an angiotensin-converting-enzyme (“ACE”) inhibitor and amlodipine, a calcium channel blocker, which has been approved by the U.S. Food and Drug Administration (“FDA”) and is actively marketed in the U.S.; (ii) our next generation celecoxib program drug candidates for the treatment of acute and chronic pain, IT-102 and IT-103, each of which is an FDC of celecoxib, a COX-2 selective nonsteroidal anti-inflammatory drug (“NSAID”) and either lisinopril (IT-102) or olmesartan (IT-103) – both Lisinopril and olmesartan are antihypertension drugs; (iii) 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 Familial Adenomatous Polyposis (“FAP”); and (iv) CEQ508 combined with IT-103 to treat Colorectal Cancer. 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 six months ended June 30, 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 June 30, 2017, we had an accumulated deficit of $4,205,053 and a negative working capital of $3,756,388. 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 June 30, 2017, we had a cash balance of $263,913. Our operating activities consume the majority of our cash resources. There is substantial doubt about our ability to continue as a going concern for one year from the issuance date of this Form 10-Q, 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 June 30, 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 June 30, 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 $ 255,510 $ - $ - $ 255,510 Derivative liability 195,943 - - 195,943 Total liabilities at fair value $ 451,453 $ - $ - $ 451,453 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended June 30, 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 113,787 Balance at June 30, 2017 $ 255,510 The fair value liability of price adjustable warrants for the six months ended June 30, 2017 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $2.80 to $7.50, stock price of $2.80, volatility of 70% to 136%, contractual lives of 0.2 to 4.4 years, and risk-free rates of 0.62% to 1.93%. The following presents activity of the derivative liability determined by Level 3 inputs for the period ended June 30, 2017: Fair value liability Balance at December 31, 2016 $ - Derivative on new loans - Reduction due to debt conversions - Change in fair value included in condensed consolidated statement of operations 195,943 Balance at June 30, 2017 $ 195,943 The fair value liability of derivative liability for the six months ended June 30, 2017 was determined using the binomial pricing model using exercise prices of $2.80, stock price of $3.80, volatility of 44%, contractual life of 63 days, and a risk-free rate of 1.03%. 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 June 30, 2017 or December 31, 2016. Net Income (Loss) per Common Share Basic net income (loss) per common share (after giving effect of the one for ten reverse stock split) 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: Six Months Ended June 30, 2017 2016 Stock options outstanding 233,400 - Warrants 2,492,945 13,917 Convertible Notes Payable 312,050 - Restricted common stock 70,000 Total 3,108,395 13,917 Subsequent Events Except for the event(s) discussed in Note 9, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 2 – Intangible Assets As part of the Merger, the Company allocated $3,502,829 to goodwill. Additionally, a substantial portion of the assets acquired were allocated to identifiable intangible assets. The fair value of the identifiable intangible asset is determined primarily using the “income approach,” which requires a forecast of all the expected future cash flows. Acquisition of Assets from Symplmed On June 5, 2017, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Symplmed Pharmaceuticals LLC (“Symplmed”) pursuant to which we purchased from Symplmed, for aggregate consideration of approximately $620,000 (consisting of $300,000 in cash plus the assumption of certain liabilities of Symplmed in the amount of approximately $320,000), Symplmed’s assets relating to a single-pill fixed-dose combination of perindopril arginine and amlodipine besylate known as Prestalia, that has been approved by the FDA for the treatment of hypertension. In addition, as part of the transactions contemplated by the Purchase Agreement: (i) Symplmed agreed to transfer to us, not later than 150 days following the closing date, the New Drug Applications for the approval of Prestalia as a new drug by the FDA; and (ii) Symplmed assigned to us all of its rights and obligations under that certain Amended and Restated License and Commercialization Agreement by and between Symplmed and Les Laboratoires Servier (“Servier”) dated January 11, 2012, pursuant to which Symplmed has an exclusive license from Servier to manufacture, have manufactured, develop, promote, market, distribute and sell Prestalia in the U.S. (and its territories and possessions) in consideration of regulatory and sales-based milestone payments and royalty payments based on net sales. Further, we entered into an offer letter with Erik Emerson, the President and Chief Executive Officer of Symplmed, pursuant to which we hired Mr. Emerson to serve as our Chief Commercial Officer, which appointment became effective on June 22, 2017. We also agreed in such offer letter to issue to Mr. Emerson 60,000 restricted shares of our common stock under our 2014 Long-Term Incentive Plan, with all of such shares to vest on the six (6) month anniversary of the date of grant. In furtherance of the acquisition and commercialization of Prestalia, on July 21, 2017 we acquired from Symplmed and its wholly-owned subsidiary, Symplmed Technologies, LLC, certain of the intellectual property assets related to the patented technology platform known as DyrctAxess that offers enhanced efficiency, control and information to empower patients, physicians and manufacturers to help achieve optimal care. The purchase price of $620,000 has been allocated based on a preliminary estimate of the fair value of the assets acquired and is included in intangible assets as of June 30, 2017. 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 from Merger $ 2,361,066 6 $ 393,511 Intangible asset - Prestalia 620,000 6 103,333 Total $ 2,981,066 $ 496,844 The net intangible asset was $2,727,273, net of accumulated amortization of $253,793, as of June 30, 2017. Amortization expense was $204,604 and $0 for the six months ended June 30, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 - Related Party Transactions Due to Related Party The Company and other related entities have a commonality of ownership and/or management control, and as a result, the reported operating results and /or financial position of the Company could significantly differ from what would have been obtained if such entities were autonomous. The Company has a Master Services Agreement (“MSA”) with a related party, Autotelic Inc., effective January 1, 2015.Autotelic Inc. owns less than 10% of the Company. The MSA states that Autotelic Inc. will provide business functions and services to the Company and allows Autotelic Inc. to charge the Company for these expenses paid on its behalf. The MSA includes personnel costs allocated based on amount of time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf of the Company. The MSA between Marina and Autotelic Inc. was effective on the reverse merger date of November 15, 2016. During the period commencing January 1, 2015 (the “Effective Date”) and ending on the date that the Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 (the “Equity Financing Date”), the Company shall pay Autotelic the following compensation: cash in an amount equal to the actual labor cost (paid on a monthly basis), plus warrants for shares of the Company’s common stock with a strike price equal to the fair market value of the Company’s common stock at the time said warrants are issued. The Company shall also pay Autotelic for the services provided by third party contractors plus 20% mark up. The warrant price per share is calculated based on the Black-Scholes model. After the Equity Financing Date, the Company shall pay Autotelic Inc. a cash amount equal to the actual labor cost plus 100% mark up of provided services and 20% mark up of provided services by third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, Contract Manufacturing Organizations (“CMO”), 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 $243,944 and $77,655 for the six months ended on June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017 and 2016, Autotelic Inc. billed a total of $317,044 and $162,765, including personnel costs (above), respectively. The unpaid balance of $277,132 is recorded as due to related party in the accompanying balance as of June 30, 2017. The Company agreed to issue warrants at a future date for the remaining balance due of $291,735, which is included in accrued expenses as of June 30, 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, IThena had the right to convert the outstanding principal amount of these notes into shares of the IThena’s common stock. 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 Executive Chairman, 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 the full $540,000 under the Line Letter as of June 30, 2017. Accrued interest on the Line Letter was $12,714 as of June 30, 2017 and is included in convertible notes payable to related parties on the accompanying balance sheets. Line Letter with Autotelic Inc. 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. The balance under the line was $80,410 as of June 30, 2017 and is included in notes to related parties on the accompanying balance sheet. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable Note Purchase Agreement and Amendment 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 were 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. As of June 30, 2017, the accrued interest expense on the Notes amounted to $28,300, with a total balance of principal and interest of $328,300. Subsequent to June 30, 2017, this Purchase Agreement was amended (see Note 9 – Subsequent Events). 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 $109,523 as of June 30, 2017. Bridge Note Financing On June 1, 2017, we issued convertible promissory notes (the “Notes”) in the aggregate principal amount of $400,000 to 10 investors pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”) that we entered into with such investors. The Notes bear interest at a rate of five percent (5%) per annum and are due and payable at any time on or after the earlier of (i) June 1, 2018 and (ii) the occurrence of an event of default (as defined in the Note Purchase Agreement). Upon written notice delivered to us by the holders of a majority in interest of the aggregate principal amount of Notes that are outstanding at the time of such calculation (the “Majority Holders”) not more than five (5) days following the maturity date of the Notes, the Majority Holders shall have the right, but not the obligation, on behalf of themselves and all other holders of Notes, upon written notice delivered to us, to elect to convert the entire unpaid principal amount of all, but not less than all, of the Notes and the accrued and unpaid interest thereon into such number of shares of our common stock as is equal to, with respect to each Note: (x) the entire unpaid principal amount of such Note and the accrued and unpaid interest thereon on the date of the delivery of such notice by (y) $3.50. As of June 30, 2017, the accrued interest expense on the Notes amounted to $1,283, with a total balance of principal and interest of $401,283. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5 – Stockholders’ Equity Preferred Stock Marina designated 1,000 shares as Series B Preferred Stock (“Series B Preferred”) and 90,000 shares as Series A Junior Participating Preferred Stock (“Series A Preferred”). No shares of Series B Preferred or Series A Preferred are outstanding. In March 2014, Marina designated 1,200 shares as Series C Convertible Preferred Stock (“Series C Preferred”). In August 2015, Marina designated 220 shares as Series D Convertible Preferred Stock (“Series D Preferred”). In August 2015, Marina entered into a Securities Purchase Agreement with certain investors pursuant to which Marina sold 220 shares of Series D Preferred, and warrants to purchase up to .344 million shares of Marina’s common stock at an initial exercise price of $4.00 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 $2.80 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 $4.00 per share. The Series D Preferred is initially convertible into an aggregate of 275,000 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 $7.50 per share. In June 2015, an investor converted 90 shares of Series C Preferred into 60,000 shares of common stock with a value of $5.40 per share. In November 2015, an investor converted an additional 90 shares of Series C Preferred into 60,000 shares of common stock with a value of $3.10 per share. Also in November 2015, an investor converted 50 shares of Series D Preferred into 62,500 shares of common stock with a value of $2.80 per share. In February 2016, an investor converted 110 shares of Series D Preferred into 137,500 shares of common stock with a value of $1.50 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. Reverse Stock Split On August 1, 2017, we filed a Certificate of Amendment of our Amended and Restated Certificate of Incorporation to effect a one-for-ten reverse split of our issued and outstanding shares of common stock. Our common stock commenced trading on the OTCQB tier of the OTC Markets on a split-adjusted basis on Thursday, August 3, 2017. There will be no change to the authorized shares of our common stock as a result of the reverse split. No fractional shares shall be issued in connection with the reverse split; any fraction of a share of common stock that would otherwise have resulted from the reverse split shall be rounded up to the nearest whole share of common stock. Unless indicated otherwise, all share and per share information included in these financial statements give effect to the reverse split. Stock Issuances In February 2017, we entered into two privately negotiated transactions pursuant to which we issued an aggregate of 615,368 shares of our common stock for an effective price per share of $2.90 to settle aggregate liability of approximately $948,000, which is reflected in accrued expenses as of December 31, 2016. In February 2017, we issued 30,000 shares of our common stock with a fair value of $1.80 per share to a consultant providing investment advisory services. In February 2017, we issued 10,000 restricted shares of our common stock with a fair value of $1.40 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 86,207 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 6,000 warrants, and the surrender of 8,725 shares of common stock held by the noteholder, which were cancelled effective March 31, 2017. 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 $2.90 per share (for a total issuance of 6,928 shares). The Company issued 6,928 shares to the service provider in May 2017. On May 21, 2017, the holders of warrants to purchase 60,944 shares of our common stock at an exercise price of $2.80 per share exercised such warrants, yielding aggregate gross proceeds to us of $170,643. We entered into an offer letter with Erik Emerson, the President and Chief Executive Officer of Symplmed, pursuant to which we hired Mr. Emerson to serve as our Chief Commercial Officer, which appointment became effective on June 22, 2017. We also agreed in such offer letter to issue to Mr. Emerson 60,000 restricted shares of our common stock under our 2014 Long-Term Incentive Plan, with all of such shares to vest on the six (6) month anniversary of the date of grant. These shares were issued in June 2017. Warrants As of June 30, 2017, there were 2,492,945 warrants outstanding, with a weighted average exercise price of $4.40 per share, and annual expirations as follows: Expiring in 2017 - Expiring in 2018 11,383 Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring thereafter 348,733 2,492,945 On May 21, 2017, the holders of warrants to purchase 60,944 shares of our common stock at an exercise price of $2.80 per share exercised such warrants, yielding aggregate gross proceeds to us of $170,643. A total of 149,111 warrants expired in May 2017. |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Note 6 — Stock Incentive Plans Stock Options Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2016 168,811 $ 36.80 Options granted 64,600 1.70 Options expired (11 ) 5,264.00 Outstanding, June 30, 2017 233,400 26.90 Exercisable, June 30, 2017 193,100 $ 32.10 The following table summarizes additional information on Marina’s stock options outstanding at June 30, 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 14,000 4.38 $ 1.00 14,000 $ 1.00 $ 0.17 - .018 64,600 4.55 1.70 24,300 1.70 $ 0.26 - 0.82 48,400 2.99 4.60 48,400 4.60 $ 1.07 - $2.20 102,150 5.99 10.70 102,150 10.70 $ 47.60 - $87.60 2,100 .95 676.00 2,100 676.00 $ 127.60 - $207.60 2,150 .95 1,583.00 2,150 1,583.00 Totals 233,400 4.78 $ 26.90 193,100 $ 3.21 Weighted-Average Exercisable Remaining Contractual Life (Years) 4.83 In January 2017, the Company granted a total of 48,600 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 $1.70 and a five-year term. In February 2017, the Company granted a total of 16,000 stock options to key employees for services. The options vest on the one-year anniversary of the grant date, have an exercise price of $1.80, and have a five-year term. At June 30, 2017, we had $36,573 of total unrecognized compensation expense related to unvested stock options. Total expense related to stock options was $59,568 for the six months ended June 30, 2017. At June 30, 2017, the intrinsic value of options outstanding or exercisable was $201,100 as there were 101,800 options outstanding with an exercise price less than $2.80, the per share closing market price of our common stock at that date. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 7 — Intellectual Property and Collaborative Agreements Novosom Agreements In July 2010, Marina entered into an agreement pursuant to which Marina acquired intellectual property for Novosom’s SMARTICLES-based liposomal delivery system. In February 2016, Marina issued Novosom .021 million shares of common stock valued at $0.06 million as additional consideration under such agreement. 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 0.047 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 0.012 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 86,207 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 $2.90 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., our Executive Chairman, 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 the License 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 $2.90. 2) Commercial License Fee. Unless the License Agreement is earlier terminated, within thirty (30) days following Lipomedics’s delivery of an Evaluation Notice advising that it intends to pursue, or cause to be pursued, further development and commercialization of Licensed Products. 3) For up to and including three Licensed Products, Lipomedics shall pay to Marina a milestone (collectively the “Sales Milestones”) of Ten Million Dollars ($10,000,000) upon reaching Commercial Sales in the Territory in any given twelve month period equal to or greater than Five Hundred Million Dollars ($500,000,000) for a given Licensed Product and of Twenty Million Dollars ($20,000,000) upon reaching Commercial Sales in any given twelve month period equal to or greater than One Billion Dollars ($1,000,000,000) for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale targets are met. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Litigation Because of the nature of the Company’s activities, the Company is subject to claims and/or threatened legal actions, which arise out of the normal course of business. Management is currently not aware of any pending lawsuits. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events Amendment of Notes and Warrants On July 3, 2017, we entered into an amendment agreement (the “Amendment Agreement”) with respect to those certain promissory notes in the aggregate principal amount of $300,000 (each a “Note” and collectively the “Notes”) that we issued to two accredited investors (the “Purchasers”) pursuant to that certain Note Purchase Agreement dated June 20, 2016 by and among us and the Purchasers (the “Purchase Agreement”), and those certain warrants to purchase up to an aggregate of 951,263 shares of our common stock that were originally issued pursuant to that certain Note and Warrant Purchase Agreement dated as of February 10, 2012 by and among Marina, MDRNA Research, Inc., Cequent Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto (as amended from time to time), that are currently held by the Purchasers, and that were amended concurrently with the Purchase Agreement to, among other things, extend the price protection with respect to dilutive offerings afforded thereunder to June 19, 2017 (such warrants, as so amended, the “Amended Prior Warrants”). Pursuant to the Amendment Agreement, among other things: (i) the maturity date of the Notes was extended from June 20, 2017 to December 31, 2017; (ii) the Purchasers agreed, upon the closing of any financing transaction yielding aggregate gross proceeds to us of not less than $3 million that occurs while the Notes are outstanding (including the financing transaction contemplated by the registration statement of which this prospectus forms a part (any such financing transaction, the “Qualifying Financing Transaction”)), to convert the outstanding principal balance and any accrued interest thereon into the securities of our company to be issued and sold at the closing of the Qualifying Financing Transaction at the most favorable price and terms at which our securities are sold to investors in the Qualifying Financing Transaction; (iii) the parties agreed to extend the price protection with respect to the Amended Prior Warrants resulting from dilutive issuances until the expiration of the term of the Amended Prior Warrants (currently February 10, 2020); provided, that such protection shall not apply to the Qualifying Financing Transaction; (iv) we agreed to issue to the Purchasers, on a pro rata basis, such number of our securities as are being issued to investors in the Qualifying Financing Transaction as have an aggregate purchase price equal to $375,000 (such securities, the “Consideration Securities”); (v) the Purchasers agreed to waive any claim that the exercise price of the Amended Prior Warrants should be reduced to an amount less than $2.80 as a result of any issuance of securities that occurred while the Amended Prior Warrants were outstanding and prior to the date of the Amendment Agreement; (vi) the Purchasers agreed that they shall not, for a period of 90 days after the closing of the Qualifying Financing Transaction, sell any Consideration Securities (or any securities issuable upon exercise or conversion of the Consideration Securities) without the prior written consent of the placement agent with respect to such financing transaction; (vii) the Purchasers agreed to certain trading limitations with respect to Consideration Securities (or shares of common stock issuable upon exercise or conversion of the Consideration Securities) beginning ninety (90) days following the closing of the Qualifying Financing Transaction. and (viii) each Purchaser agreed that, prior to one year before the termination date of the Prior Amended Warrants, such Purchaser shall not exercise any of the Prior Amended Warrants at such time as such Purchaser holds any Consideration Securities (or any securities issued upon the exercise or conversion of any Consideration Securities). Arrangements with Oncotelic Inc. On July 17, 2017, we entered into a License Agreement (the “License Agreement”) with Oncotelic, Inc. (“Oncotelic”) pursuant to which, among other things, we provided to Oncotelic a license to our SMARTICLES platform for the delivery of antisense DNA therapeutics, as well as a license to our conformationally restricted nucleotide (“CRN”) technology with respect to TGF-Beta. Under the terms of the License Agreement, Oncotelic also agreed to purchase 49,019 shares of our common stock for an aggregate purchase price of $250,000 ($5.10 per share), with such purchase and sale to be made pursuant to a Stock Purchase Agreement to be entered into between us and Oncotelic within thirty (30) days following the date of the License Agreement. 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 Oncotelic determines to pursue further development and commercialization of products under the License Agreement, Oncotelic 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 $5.10 or the volume weighted average price of our common stock for the thirty (30) trading days immediately preceding the date on which Oncotelic notifies us that it intends to pursue further development or commercialization of a licensed product. If Oncotelic breaches the License Agreement, we shall have the right to terminate the License Agreement effective sixty (60) days following delivery of written notice to Oncotelic specifying the breach, if Oncotelic fails to cure such material breach within such sixty (60) day period. Oncotelic may terminate the License Agreement by giving thirty (30) days’ prior written notice to us. Dr. Trieu, our Executive Chairman, is the principal stockholder and Chief Executive Officer of Oncotelic. Sale of DiLA 2 Assets On July 21, 2017, we entered into a binding term sheet with a third party purchaser (“Purchaser”) pursuant to which Purchaser will purchase from us the patents, know-how, agreements, records and certain other assets relating to our DiLA 2 The closing of the transaction is subject to the negotiation, execution and delivery of a definitive asset purchase agreement and Purchaser’s determination that its due diligence has been completed and has been found satisfactory, in Purchaser’s sole discretion. In the term sheet, we agreed that we will negotiate exclusively with Purchaser with respect to the sale of the DiLA 2 Pursuant to the term sheet, at any time following the closing of the transaction and prior to the payment to us of the additional $1.2 million payment, Purchaser may elect to unwind the transaction by providing written notice to such effect to us. Within thirty (30) days of Purchaser’s issuance of such notice, Purchaser shall assign the DiLA 2 We will retain an exclusive, fully paid and royalty free license to DiLA 2 2 Asset Purchase Agreement On July 21, 2017, Marina Biotech, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Symplmed Pharmaceuticals LLC (“Symplmed Pharma”) and its wholly-owned subsidiary Symplmed Technologies, LLC (“Symplmed Tech”, and together with Symplmed Pharma, each as “Seller” and together the “Sellers”) pursuant to which the Company purchased from the Sellers, for an aggregate purchase price of $75,000 in cash, certain specified assets of the Sellers relating to the Sellers’ patented technology platform known as DyrctAxess that offers enhanced efficiency, control and information to empower patients, physicians and manufacturers to help achieve optimal care. The parties entered into the Purchase Agreement in furtherance of the obligations of Symplmed Pharma pursuant to that certain Asset Purchase Agreement dated as of June 5, 2017 between the Company and Symplmed Pharma pursuant to which, among other things, the Company acquired the assets of Symplmed Pharma a single-pill fixed dose combination of perindopril arginine and amlodipine besylate known as Prestalia. Erik Emerson, the Chief Commercial Officer of the Company, is the President and Chief Executive Officer of Symplmed Pharma. |
Nature of Operations, Basis o16
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [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 six months ended June 30, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or for any future period. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of IThenaPharma Inc. and Marina Biotech, Inc. and the wholly-owned subsidiaries, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. |
Going Concern and Management's Liquidity Plans | 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 June 30, 2017, we had an accumulated deficit of $4,205,053 and a negative working capital of $3,756,388. 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 June 30, 2017, we had a cash balance of $263,913. Our operating activities consume the majority of our cash resources. There is substantial doubt about our ability to continue as a going concern for one year from the issuance date of this Form 10-Q, which may affect our ability to obtain future financing or engage in strategic transactions, and may require us to curtail our operations. We cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Significant areas requiring the use of management estimates include valuation allowance for deferred income tax assets. Actual results could differ from such estimates under different assumptions or circumstances. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We consider the fair value of cash, accounts payable, due to related parties, notes payable, convertible notes payable and accrued liabilities not to be materially different from their carrying value. These financial instruments have short-term maturities. We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes, using the probability adjusted Black-Scholes option pricing model (“Black-Scholes”), which management has determined approximates values using more complex methods, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2016 and June 30, 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 June 30, 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 $ 255,510 $ - $ - $ 255,510 Derivative liability 195,943 - - 195,943 Total liabilities at fair value $ 451,453 $ - $ - $ 451,453 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended June 30, 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 113,787 Balance at June 30, 2017 $ 255,510 The fair value liability of price adjustable warrants for the six months ended June 30, 2017 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $2.80 to $7.50, stock price of $2.80, volatility of 70% to 136%, contractual lives of 0.2 to 4.4 years, and risk-free rates of 0.62% to 1.93%. The following presents activity of the derivative liability determined by Level 3 inputs for the period ended June 30, 2017: Fair value liability Balance at December 31, 2016 $ - Derivative on new loans - Reduction due to debt conversions - Change in fair value included in condensed consolidated statement of operations 195,943 Balance at June 30, 2017 $ 195,943 The fair value liability of derivative liability for the six months ended June 30, 2017 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $2.80, stock price of $3.80, volatility of 44%, contractual life of 63 days, and a risk-free rate of 1.03%. |
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 June 30, 2017 or December 31, 2016. |
Net Income (Loss) Per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share (after giving effect of the one for ten reverse stock split) 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: Six Months Ended June 30, 2017 2016 Stock options outstanding 233,400 - Warrants 2,492,945 13,917 Convertible Notes Payable 312,050 - Total 3,038,395 13,917 |
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. |
Nature of Operations, Basis o17
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Merger Agreement Based On Common Stock Outstanding | The number of shares of common stock Marina issued to IThena stockholders is calculated pursuant to the terms of the Merger Agreement based on Marina common stock outstanding as of November 15, 2016, as follows (retroactively adjusted for the 1 for 10 reverse stock split in August 2017): Shares of Marina common stock outstanding as of November 15, 2016 3,137,855 Divided by the percentage of Marina ownership of combined company 35 % Adjusted total shares of common stock of combined company 8,977,138 Multiplied by the assumed percentage of IThena ownership of combined company 65 % Shares of Marina common stock issued to IThena upon closing of transaction 5,839,283 |
Schedule Estimate of the Fair Value of Assets Acquired and Liabilities | The purchase price as of June 30, 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 169,171 Goodwill 3,502,829 Purchase price $ 3,672,000 |
Schedule of Liabilities Measured at Fair Value On a Recurring Basis | The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2016 and June 30, 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 June 30, 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 $ 255,510 $ - $ - $ 255,510 Derivative liability 195,943 - - 195,943 Total liabilities at fair value $ 451,453 $ - $ - $ 451,453 |
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 June 30, 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 113,787 Balance at June 30, 2017 $ 255,510 |
Schedule of Fair Value of Derivative Liability Determined by Level 3 | The following presents activity of the derivative liability determined by Level 3 inputs for the period ended June 30, 2017: Fair value liability Balance at December 31, 2016 $ - Derivative on new loans - Reduction due to debt conversions - Change in fair value included in condensed consolidated statement of operations 195,943 Balance at June 30, 2017 $ 195,943 |
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: Six Months Ended June 30, 2017 2016 Stock options outstanding 233,400 - Warrants 2,492,945 13,917 Convertible Notes Payable 312,050 - Restricted common stock 70,000 Total 3,108,395 13,917 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes the estimated fair value of the identifiable intangible asset acquired, their useful life, and method of amortization: Estimated Fair Value Estimated Useful Life (Years) Annual Amortization Expense Intangible asset from Merger $ 2,361,066 6 $ 393,511 Intangible asset - Prestalia 620,000 6 103,333 Total $ 2,981,066 $ 496,844 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Expiring in 2017 - Expiring in 2018 11,383 Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring thereafter 348,733 24,929,45 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2016 168,811 $ 36.80 Options granted 64,600 1.70 Options expired (11 ) 5,26400 Outstanding, June 30, 2017 233,400 26.90 Exercisable, June 30, 2017 193,100 $ 32.10 |
Schedule of Summary of Additional Information On Stock Options Outstanding | The following table summarizes additional information on Marina’s stock options outstanding at June 30, 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 14,000 4.38 $ 1.00 14,000 $ 1.00 $ 0.17 - .018 64,600 4.55 1.70 24,300 1.70 $ 0.26 - 0.82 48,400 2.99 4.60 48,400 4.60 $ 1.07 - $2.20 102,150 5.99 10.70 102,150 10.70 $ 47.60 - $87.60 2,100 .95 676.00 2,100 676.00 $ 127.60 - $207.60 2,150 .95 1,583.00 2,150 1,583.00 Totals 233,400 4.78 $ 26.90 193,100 $ 3.21 |
Nature of Operations, Basis o21
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 26, 2017 | Apr. 13, 2017 | Apr. 04, 2017 | Nov. 15, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | May 31, 2017 | May 21, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, issued | 9,837,859 | 9,837,859 | 8,977,138 | ||||||||||||
Reserve stock split description | (5,839,283 shares after adjustment for the Companys 1 for 10 reverse stock split in August 2017) | ||||||||||||||
Warrants to purchase shares | 149,111 | 60,944 | |||||||||||||
Accounts payable | $ 938,365 | $ 938,365 | $ 663,261 | ||||||||||||
Accrued expenses | 1,019,476 | 1,019,476 | 1,393,521 | ||||||||||||
Due to related party | 277,132 | 277,132 | 83,166 | ||||||||||||
Accrued interest payable | 28,300 | 28,300 | |||||||||||||
Line of credit | 80,410 | 80,410 | |||||||||||||
Change in fair value of derivative liability | 195,943 | 195,943 | |||||||||||||
Sale of common stock to related party, shares | 6,928 | 47,000 | 21,000 | ||||||||||||
Stock issued during period, value | $ 20,090 | $ 60,000 | 250,000 | ||||||||||||
Accumulated deficit | 4,205,053 | 4,205,053 | 1,951,082 | ||||||||||||
Negative working | 3,756,388 | 3,756,388 | |||||||||||||
Cash balance | $ 15,957 | $ 263,913 | $ 2,286 | $ 263,913 | $ 2,286 | $ 105,347 | $ 261,848 | ||||||||
Common stock, par value | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||
Warrant price per share | $ 2.80 | ||||||||||||||
Warrant[Member] | |||||||||||||||
Warrants to purchase shares | 300,000 | 300,000 | |||||||||||||
Stock price | $ 2.80 | $ 2.80 | |||||||||||||
Warrant[Member] | Minimum [Member] | |||||||||||||||
Fair value of exercise price per share | 2.80 | $ 2.80 | |||||||||||||
Fair value of volatility rate | 70.00% | ||||||||||||||
Fair value of contractual lives | 2 months 12 days | ||||||||||||||
Fair value of risk free rates | 0.62% | ||||||||||||||
Warrant[Member] | Maximum [Member] | |||||||||||||||
Sale of common stock to related party, shares | 3,153,211 | ||||||||||||||
Fair value of exercise price per share | 7.50 | $ 7.50 | |||||||||||||
Fair value of volatility rate | 136.00% | ||||||||||||||
Fair value of contractual lives | 4 years 4 months 24 days | ||||||||||||||
Fair value of risk free rates | 1.93% | ||||||||||||||
Derivative Liability [Member] | |||||||||||||||
Fair value of exercise price per share | 2.80 | $ 2.80 | |||||||||||||
Stock price | $ 3.80 | $ 3.80 | |||||||||||||
Fair value of volatility rate | 44.00% | ||||||||||||||
Fair value of contractual lives | 63 days | ||||||||||||||
Fair value of risk free rates | 1.03% | ||||||||||||||
Common Stock Offering [Member] | |||||||||||||||
Common stock, issued | 2,058,823 | ||||||||||||||
Reserve stock split description | 1 for 10 reverse split of our common stock | ||||||||||||||
Stock price | $ 3.40 | ||||||||||||||
Common stock, par value | 0.006 | ||||||||||||||
Warrant price per share | $ 0.5 | ||||||||||||||
Line Letter [Member] | Chairman Of Board [Member] | |||||||||||||||
Line of credit current borrowing capacity | $ 540,000 | $ 250,000 | |||||||||||||
Line Letter [Member] | Trieu [Member] | |||||||||||||||
Line of credit current borrowing capacity | $ 500,000 | ||||||||||||||
Line of credit | $ 540,000 | $ 540,000 | $ 540,000 | ||||||||||||
Line of credit, percentage | 5.00% | ||||||||||||||
Debt conversion description | Dr. Trieu has the right, exercisable by delivery of written notice thereof (the Election Notice), to either: (i) receive repayment for the entire unpaid principal amount advanced under the Line Letter and the accrued and unpaid interest thereon on the date of the delivery of the Election Notice (the Outstanding Balance) or (ii) convert the Outstanding Balance into such number of shares of our common stock as is equal to the quotient obtained by dividing (x) the Outstanding Balance by (y) $0.10 (such price, the Conversion Price); provided, that in no event shall the Conversion Price be lower than the lower of (x) $0.28 per share or (y) the lowest exercise price of any securities that have been issued by us in a capital raising transaction (and that would otherwise reduce the exercise price of any other outstanding warrants issued by us) during the period between November 15, 2016 and the date of the delivery of the Election Notice. No capital raising transactions have occurred through the date of this filing with securities at a price lower than $0.28 per share. | ||||||||||||||
IthenaPharma Inc [Member] | |||||||||||||||
Common stock, issued | 58,392,828 | ||||||||||||||
Ownership percentage of issued and outstanding shares | 65.00% | ||||||||||||||
Warrants to purchase shares | 30,000 | ||||||||||||||
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 | 55,246 | |||||||||||||
Estimated purchase allocation and goodwill valuation merger date | $ 1,238,000 | $ 1,238,000 | |||||||||||||
Investment | 479 | ||||||||||||||
Accounts payable | 71,560 | ||||||||||||||
Accrued expenses | 11,470 | ||||||||||||||
Due to related party | 5,375 | ||||||||||||||
Other liabilities | 118,759 | ||||||||||||||
Convertible note | 50,000 | ||||||||||||||
Accrued interest payable | 567 | ||||||||||||||
Contributed capital | $ 257,252 | ||||||||||||||
Novosom Verwaltungs GmbH [Member] | Asset Purchase Agreement [Member] | |||||||||||||||
Sale of common stock to related party, shares | 1,500,000 | ||||||||||||||
Novosom Verwaltungs GmbH [Member] | License Agreement [Member] | |||||||||||||||
Sale of common stock to related party, shares | 11,905 | ||||||||||||||
Stock issued during period, value | $ 15,000 | ||||||||||||||
Autotelic Inc [Member] | |||||||||||||||
Line of credit, percentage | (5.00%) | ||||||||||||||
Sale of common stock to related party, shares | 525,535 | ||||||||||||||
Unsecured line of credit | $ 500,000 |
Nature of Operations, Basis o22
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule Merger Agreement Based On Common Stock Outstanding (Details) - shares | Jun. 30, 2017 | Dec. 31, 2016 | Nov. 15, 2016 |
Shares of Marina common stock outstanding as of November 15, 2016 | 9,837,859 | 8,977,138 | |
Shares of Marina common stock issued to IThena upon closing of transaction | 9,837,859 | 8,977,138 | |
Merger Agreement [Member] | |||
Shares of Marina common stock outstanding as of November 15, 2016 | 3,137,855 | ||
Divided by the percentage of Marina ownership of combined company | 35.00% | ||
Adjusted total shares of common stock of combined company | 8,977,138 | ||
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 | 5,839,283 |
Nature of Operations, Basis o23
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule Estimate of the Fair Value of Assets Acquired and Liabilities (Details) | Jun. 30, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash | $ 5,867 |
Net current liabilities assumed (excluding cash) | (1,871,725) |
Identifiable intangible assets | 2,361,066 |
Debt | (326,037) |
Net assets acquired | 169,171 |
Goodwill | 3,502,829 |
Purchase price | $ 3,672,000 |
Nature of Operations, Basis o24
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value On a Recurring Basis (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair value liability for price adjustable warrants | $ 255,510 | $ 141,723 |
Total liabilities at fair value | 255,510 | 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 | 255,510 | 141,723 |
Total liabilities at fair value | $ 255,510 | $ 141,723 |
Nature of Operations, Basis o25
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Fair Value Liability of Price Adjustable Warrants Determined by Level 3 (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Balance | $ 141,723 | |||
Fair value of warrant issued | ||||
Exercise of warrants | ||||
Change in fair value included in consolidated statement of operations | $ 10,715 | 113,787 | ||
Balance | $ 255,510 | $ 255,510 |
Nature of Operations, Basis o26
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Fair Value of Derivative Liability Determined by Level 3 (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Nature Of Operations Basis Of Presentation And Significant Accounting Policies - Schedule Of Fair Value Of Derivative Liability Determined By Level 3 Details | ||||
Balance | ||||
Derivative on new loans | ||||
Reduction due to debt conversions | ||||
Change in fair value included in condensed consolidated statement of operations | $ 195,943 | 195,943 | ||
Balance | $ 195,943 | $ 195,943 |
Nature of Operations, Basis o27
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Anti-dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Anti-dilutive securities | 3,108,395 | 13,917 |
Convertible Notes Payable [Member] | ||
Anti-dilutive securities | 312,050 | |
Restricted Common Stock [Member] | ||
Anti-dilutive securities | 70,000 | |
Warrant[Member] | ||
Anti-dilutive securities | 2,492,945 | 13,917 |
Stock Option [Member] | ||
Anti-dilutive securities | 233,400 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Jun. 22, 2017 | Jun. 05, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Goodwill | $ 3,502,829 | $ 3,502,829 | $ 3,558,076 | ||||
Fair value of the assets acquired | 620,000 | ||||||
Intangible asset | 2,727,273 | 2,727,273 | |||||
Accumulated amortization of intangible assets | 253,793 | 253,793 | |||||
Amortization | $ 106,226 | $ 204,604 | |||||
Erik Emerson [Member] | |||||||
Number of restricted shares of common stock | 60,000 | ||||||
Purchase Agreement [Member] | Symplmed Pharmaceuticals LLC [Member] | |||||||
Purchase consideration | $ 620,000 | ||||||
Payment to acquire business | 300,000 | ||||||
Liabilities asssumed | $ 320,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Estimated Fair Value, Intangible assets | $ 2,981,066 |
Estimated Useful Life, Intangible assets | 0 years |
Annual Amortization Expense, Intangible assets | $ 496,844 |
Merger [Member] | |
Estimated Fair Value, Intangible assets | $ 2,361,066 |
Estimated Useful Life, Intangible assets | 6 years |
Annual Amortization Expense, Intangible assets | $ 393,511 |
Prestalia [Member] | |
Estimated Fair Value, Intangible assets | $ 620,000 |
Estimated Useful Life, Intangible assets | 6 years |
Annual Amortization Expense, Intangible assets | $ 103,333 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 04, 2017 | Jul. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Nov. 15, 2016 |
Personnel cost | $ 243,944 | $ 77,655 | ||||
Due to related party | 277,132 | $ 83,166 | ||||
Warrants issued for remaining debt amount | 291,735 | |||||
Line of credit | 80,410 | |||||
Line of Credit [Member] | ||||||
Notes payable to related parties | 80,410 | |||||
Chairman Of Board [Member] | Line Letter [Member] | ||||||
Line of credit current borrowing capacity | $ 250,000 | $ 540,000 | ||||
Trieu [Member] | Line Letter [Member] | ||||||
Line of credit current borrowing capacity | $ 500,000 | |||||
Line of credit | 540,000 | 540,000 | ||||
Line of credit interest | 12,714 | |||||
Number of common stock issued for merger | 5,255,354 | |||||
Line of credit bears interest rate | 5.00% | |||||
IthenaPharma Inc [Member] | Investor [Member] | ||||||
Debt instrument face amount | $ 50,000 | |||||
Debt instrument interest rate | 3.00% | |||||
Debt instrument maturity date | Jun. 30, 2018 | |||||
Related Party [Member] | IthenaPharma Inc [Member] | ||||||
Due to related party | $ 5,375 | |||||
Autotelic [Member] | ||||||
Billed expenses | $ 317,044 | $ 162,765 | ||||
Master Services Agreement [Member] | ||||||
Ownership interest | 10.00% | |||||
Proceeds from common or preferred stock, gross | $ 10,000,000 | |||||
Provider services description | After the Equity Financing Date, the Company shall pay Autotelic a cash amount equal to the actual labor cost plus 100% mark up of provided services and 20% mark up of provided services by third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, Contract Manufacturing Organizations (CMO), U.S. Food & Drug Administration (FDA) regulatory process, Contract Research Organizations (CRO) and Chemistry and Manufacturing Controls (CMC). | |||||
Master Services Agreement [Member] | Related Party [Member] | ||||||
Service provider percentage | 20.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 28, 2016 | Jun. 20, 2016 | Jun. 30, 2017 | Jun. 02, 2017 |
Accrued interest expenses | $ 28,300 | ||||
Debt principal and interest | 328,300 | ||||
Notes payable | 109,523 | ||||
Promissory Note [Member] | |||||
Debt instrument face amount | $ 121,523 | ||||
Debt periodic payment | $ 6,000 | ||||
Promissory Note [Member] | December 31, 2017 [Member] | |||||
Payments on debt | $ 100,000 | ||||
Notes Payable [Member] | |||||
Accrued interest expenses | 1,283 | ||||
Notes payable | $ 401,283 | ||||
Asset Purchase Agreement [Member] | |||||
Debt instrument face amount | $ 300,000 | ||||
Debt instrument interest rate | 12.00% | ||||
Debt instrument maturity date | Jun. 20, 2017 | ||||
Note Purchase Agreement [Member] | 10 Investors [Member] | |||||
Convertible note payable | $ 400,000 | ||||
Interest rate percentage | 5.00% | ||||
Debt conversion price per share | $ 3.50 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 22, 2017 | May 21, 2017 | Apr. 13, 2017 | Mar. 31, 2017 | Feb. 06, 2017 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | May 31, 2017 | Feb. 28, 2017 | Feb. 29, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 |
Warrants to purchase, shares | 60,944 | 149,111 | ||||||||||||||||||
Common stock exercise price, per share | $ 2.80 | |||||||||||||||||||
Issuance of common stock | $ 20,090 | $ 60,000 | $ 250,000 | |||||||||||||||||
Conversion of stock, shares converted | 2.90 | |||||||||||||||||||
Common stock, par value | $ 59,028 | 59,028 | $ 53,863 | |||||||||||||||||
Issuance of common stock, shares | 6,928 | 47,000 | 21,000 | |||||||||||||||||
Change in fair value liability for price adjustable warrants | 10,715 | 113,787 | ||||||||||||||||||
Debt instruments conversion into shares | 615,368 | |||||||||||||||||||
Debt instruments conversion into shares, value | $ 948,000 | |||||||||||||||||||
Number of common stock issued for service | 6,928 | |||||||||||||||||||
Fair value of price per share | $ 2.90 | |||||||||||||||||||
Due to related parties | $ 36,047 | |||||||||||||||||||
Payment of cash | $ 15,957 | $ 263,913 | $ 2,286 | $ 263,913 | $ 2,286 | $ 105,347 | $ 261,848 | |||||||||||||
Proceeds from issuance of warrant | $ 170,643 | |||||||||||||||||||
Warrants outstanding | 2,492,945 | 2,492,945 | ||||||||||||||||||
Weighted average exercise price | $ 4.40 | |||||||||||||||||||
Erik Emerson [Member] | ||||||||||||||||||||
Number of restricted shares of common stock | 60,000 | |||||||||||||||||||
Investment Advisory [Member] | ||||||||||||||||||||
Number of common stock issued for service | 30,000 | |||||||||||||||||||
Fair value of price per share | $ 1.80 | |||||||||||||||||||
CEO Services [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Number of common stock issued for service | 10,000 | |||||||||||||||||||
Fair value of price per share | $ 1.40 | |||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||
Notes receivable | $ 45,000 | |||||||||||||||||||
Number of amount surrendered | $ 14,049 | |||||||||||||||||||
Number of warrants surrendered | 6,000 | |||||||||||||||||||
Number of common stock surrendered | 8,725 | |||||||||||||||||||
Stock Purchase Agreement [Member] | Lipo Medics [Member] | ||||||||||||||||||||
Sale of stock, shares | 86,207 | |||||||||||||||||||
Sale of stock transaction | 86,207 | |||||||||||||||||||
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 | $ 7.50 | |||||||||||||||||||
Series C Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||||
Conversion of stock, shares converted | 90 | 90 | ||||||||||||||||||
Common stock at a conversion price, per share | $ 3.10 | $ 5.40 | ||||||||||||||||||
Issuance of common stock, shares | 60,000 | 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 | $ 1.50 | $ 2.80 | $ 1.50 | |||||||||||||||||
Issuance of common stock, shares | 62,500 | 137,500 | ||||||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Sale of stock, shares | 220 | |||||||||||||||||||
Warrants to purchase, shares | 344,000,000 | |||||||||||||||||||
Common stock exercise price, per share | $ 4 | |||||||||||||||||||
Payments to warrant purchase price | $ 1,100,000 | |||||||||||||||||||
Issuance of common stock | $ 10,000 | |||||||||||||||||||
Warrant reduction per share | $ 2.80 | |||||||||||||||||||
Common stock, par value | $ 5,000 | |||||||||||||||||||
Common stock at a conversion price, per share | $ 0.40 | |||||||||||||||||||
Issuance of common stock, shares | 275,000 | |||||||||||||||||||
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) | 6 Months Ended |
Jun. 30, 2017shares | |
Equity [Abstract] | |
Expiring in 2017 | |
Expiring in 2018 | 11,383 |
Expiring in 2019 | 600,000 |
Expiring in 2020 | 1,189,079 |
Expiring in 2020 | 343,750 |
Expiring thereafter | 348,733 |
Total | 2,492,945 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) | Jan. 02, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Stock option unrecognized compensation expense | $ 36,573 | |||
Stock option expenses | 59,568 | |||
Stock option outstanding, intrinsic value | $ 201,100 | |||
Option outstanding | 233,400 | 168,811 | ||
Stock option outstanding exercise price | $ 2.80 | |||
Weighted-average exercisable remaining contractual | 4 years 9 months 29 days | |||
Employee Stock Option [Member] | ||||
Option outstanding | 101,800 | |||
Director And Officers [Member] | ||||
Options to purchase, shares | 48,600 | |||
Options to purchase exercise price, per share | $ 1.70 | |||
Stock option weighted average period term | 5 years | |||
key Employees [Member] | ||||
Options to purchase, shares | 16,000 | |||
Options to purchase exercise price, per share | $ 1.80 | |||
Stock option weighted average period term | 5 years |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Outstanding Beginning, Shares | shares | 168,811 |
Options Outstanding, granted | shares | 64,600 |
Options Outstanding, expired | shares | (11) |
Options Outstanding Ending, Shares | shares | 233,400 |
Options Outstanding Exercisable, Shares | shares | 193,100 |
Options Outstanding Weighted Average Exercise Price, Beginning | $ / shares | $ 36.80 |
Options Outstanding Weighted Average Exercise Price, granted | $ / shares | 1.70 |
Options Outstanding Weighted Average Exercise Price, expired | $ / shares | 5,264 |
Options Outstanding Weighted Average Exercise Price, Ending | $ / shares | 26.90 |
Options Outstanding Exercisable Weighted Average Exercise Price | $ / shares | $ 32.10 |
Stock Incentive Plans - Sched36
Stock Incentive Plans - Schedule of Summary of Additional Information On Stock Options Outstanding (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Options Outstanding, Shares | shares | 233,400 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 9 months 11 days |
Options Outstanding Weighted Average Exercise Price | $ 26.90 |
Number of Option Exercisable, Shares | shares | 193,100 |
Options Exercisable Weighted Average Exercise Price | $ 3.21 |
Range One [Member] | |
Range of Exercise Prices, Upper | $ 0.10 |
Number of Options Outstanding, Shares | shares | 14,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 4 months 17 days |
Options Outstanding Weighted Average Exercise Price | $ 1 |
Number of Option Exercisable, Shares | shares | 14,000 |
Options Exercisable Weighted Average Exercise Price | $ 1 |
Range Two [Member] | |
Range of Exercise Prices, Lower | 0.17 |
Range of Exercise Prices, Upper | $ .81 |
Number of Options Outstanding, Shares | shares | 64,600 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 6 months 18 days |
Options Outstanding Weighted Average Exercise Price | $ 1.70 |
Number of Option Exercisable, Shares | shares | 24,300 |
Options Exercisable Weighted Average Exercise Price | $ 1.70 |
Range Three [Member] | |
Range of Exercise Prices, Lower | 0.26 |
Range of Exercise Prices, Upper | $ 0.82 |
Number of Options Outstanding, Shares | shares | 48,400 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 2 years 11 months 26 days |
Options Outstanding Weighted Average Exercise Price | $ 4.60 |
Number of Option Exercisable, Shares | shares | 48,400 |
Options Exercisable Weighted Average Exercise Price | $ 4.60 |
Range Four [Member] | |
Range of Exercise Prices, Lower | 1.07 |
Range of Exercise Prices, Upper | $ 2.20 |
Number of Options Outstanding, Shares | shares | 102,150 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 5 years 11 months 26 days |
Options Outstanding Weighted Average Exercise Price | $ 10.70 |
Number of Option Exercisable, Shares | shares | 102,150 |
Options Exercisable Weighted Average Exercise Price | $ 10.70 |
Range Five [Member] | |
Range of Exercise Prices, Lower | 47.60 |
Range of Exercise Prices, Upper | $ 87.60 |
Number of Options Outstanding, Shares | shares | 2,100 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 11 months 12 days |
Options Outstanding Weighted Average Exercise Price | $ 676 |
Number of Option Exercisable, Shares | shares | 2,100 |
Options Exercisable Weighted Average Exercise Price | $ 676 |
Range Six [Member] | |
Range of Exercise Prices, Lower | 127.60 |
Range of Exercise Prices, Upper | $ 207.60 |
Number of Options Outstanding, Shares | shares | 2,150 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 11 months 12 days |
Options Outstanding Weighted Average Exercise Price | $ 1,583 |
Number of Option Exercisable, Shares | shares | 2,150 |
Options Exercisable Weighted Average Exercise Price | $ 1,583 |
Intellectual Property and Col37
Intellectual Property and Collaborative Agreements (Details Narrative) - USD ($) | Apr. 13, 2017 | Feb. 06, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2016 |
Sale of common stock to related party, shares | 6,928 | 47,000 | 21,000 | ||||||||
Sale of common stock to related party | $ 20,090 | $ 60,000 | $ 250,000 | ||||||||
License fee | $ 350,000 | 250,000 | |||||||||
License and success-based milestones | $ 40,000,000 | ||||||||||
Number of value issued for equity components | $ 59,568 | ||||||||||
License Agreement [Member] | |||||||||||
Accounts receivable | $ 50,000 | ||||||||||
Number of shares issued for equity components | 12,000 | ||||||||||
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 | 86,207 | ||||||||||
Number of value issued for equity components | $ 250,000 | ||||||||||
Revenue recognition, milestone method, milestone | 90,000,000 | ||||||||||
Weighted average price per share | $ 2.90 | ||||||||||
Intellectual property collaboration description | 1) Evaluations License Fee. Simultaneous with the execution and delivery of this Agreement, Lipomedics shall enter into a Stock Purchase Agreement in form and substance reasonably acceptable to Marina and Lipomedics, pursuant to which Marina will sell to Lipomedics shares of the common stock of Marina for an aggregate purchase price of $250,000, with the purchase price for each share of Marina common stock being $0.29. 2) Commercial License Fee. Unless this Agreement is earlier terminated, within thirty (30) days following Lipomedicss delivery of an Evaluation Notice advising that it intends to pursue, or cause to be pursued, further development and commercialization of Licensed Products. 3) For up to and including three Licensed Products, Lipomedics shall pay to Marina a milestone (collectively the Sales Milestones) of Ten Million Dollars ($10,000,000) upon reaching Commercial Sales in the Territory in any given twelve month period equal to or greater than Five Hundred Million Dollars ($500,000,000) for a given Licensed Product and of Twenty Million Dollars ($20,000,000) upon reaching Commercial Sales in any given twelve month period equal to or greater than One Billion Dollars ($1,000,000,000) for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale targets are met. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 21, 2017 | Jul. 17, 2017 | Jul. 03, 2017 | May 31, 2017 | May 21, 2017 | Apr. 13, 2017 |
Number of warrant to purchase of common stock | 149,111 | 60,944 | ||||
Sale of stock price per share | $ 2.90 | |||||
Subsequent Event [Member] | ||||||
Payment of sale of assets | $ 1,200,000 | |||||
Subsequent Event [Member] | Third Party Purchaser[Member] | ||||||
Payment of sale of assets | 300,000 | |||||
Subsequent Event [Member] | Maximum [Member] | Third Party Purchaser[Member] | ||||||
Proceeds from sale of assets | 15,000,000 | |||||
Subsequent Event [Member] | Oncotelic, Inc. [Member] | ||||||
Purchase price | $ 500,000 | |||||
Subsequent Event [Member] | Oncotelic, Inc. [Member] | Maximum [Member] | ||||||
Sale of stock price per share | $ 5.10 | |||||
Subsequent Event [Member] | Amendment Agreement [Member] | ||||||
Debt principal amount | $ 300,000 | |||||
Number of warrant to purchase of common stock | 951,263 | |||||
Debt maturity description | June 20, 2017 to December 31, 2017 | |||||
Proceeds from notes payable | $ 3,000,000 | |||||
Purchase price | $ 375,000 | |||||
Sale of stock price per share | $ 2.80 | |||||
Subsequent Event [Member] | License Agreement [Member] | Oncotelic, Inc. [Member] | ||||||
Purchase price | $ 250,000 | |||||
Sale of stock price per share | $ 5.10 | |||||
Purchase price, shares | 49,019 | |||||
Commercial sales of licensed products | $ 90,000,000 | |||||
Subsequent Event [Member] | Purchase Agreement [Member] | Symplmed Pharmaceuticals LLC [Member] | ||||||
Purchase price | $ 75,000 |