Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 18, 2008, MDRNA, Inc. (the "Company") received a staff deficiency letter from The NASDAQ Stock Market notifying the Company that, based on the Company's stockholders' equity as reported in the Quarterly Report on Form 10-Q for the period ended September 30, 2008, the Company does not comply with the minimum stockholders' equity requirement of $10 million for continued listing on The NASDAQ Global Market as set forth in NASDAQ Marketplace Rule 4450(a)(3). On or before December 3, 2008, the Company will provide NASDAQ with its plan to achieve and sustain compliance with all listing requirements, including a time frame for completion of the plan. The NASDAQ staff will then review the Company's plan to determine whether it is acceptable.

A copy of the press release dated November 24, 2008 announcing receipt of the letter from NASDAQ is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

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