Item 1.01 Entry Into a Material Definitive Agreement.

On May 31, 2012, Marina Biotech, Inc. (the "Company") entered into a Second Amendment to Note and Warrant Purchase Agreement and Secured Promissory Notes (the "Second Amendment") with the purchasers identified on the signature pages thereto (the "Purchasers"), pursuant to which the Company and the Purchasers agreed to amend that certain Note and Warrant Purchase Agreement dated as of February 10, 2012 between the Company and the Purchasers, and the 15% secured promissory notes issued to the Purchasers pursuant thereto (the "Notes"). Pursuant to the Second Amendment, the Purchasers agreed to extend the maturity date of the Notes from May 31, 2012 to June 15, 2012 in consideration of the issuance to the Purchasers of warrants (the "Warrants") to purchase up to 425,100 shares of the common stock of the Company. The Warrants have an initial exercise price of $0.64 per share, which is subject to adjustment (including as a result of subsequent financings completed on or prior to June 30, 2014), will be exercisable for a period of five years beginning six months and one day following the issuance of the Warrants, and otherwise have substantially the same terms and conditions as the warrants that were issued to the Purchasers on February 10, 2012 upon the closing of the transactions contemplated by the Note and Warrant Purchase Agreement.

The foregoing summary is qualified in its entirety by reference to the Second Amendment and the Warrants, a copy of each of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012.

Item 8.01. Other Events.

On June 1, 2012, the Company issued the press release filed as Exhibit 99.1 to this Current Report, the full text of which is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

99.1 Press release of Marina Biotech, Inc. dated June 1, 2012.

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