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MRNA > SEC Filings for MRNA > Form 8-K on 28-Feb-2014All Recent SEC Filings

Show all filings for MARINA BIOTECH, INC.

Form 8-K for MARINA BIOTECH, INC.


28-Feb-2014

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

On February 24, 2014, Marina Biotech, Inc. (the "Company") and the holders of the secured promissory notes (the "Notes") that that Company issued pursuant to that certain Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated as of February 10, 2012, among the Company, certain of its wholly-owned subsidiaries, and the purchasers identified on the signature pages thereto (the "Purchasers"), agreed that the Company would issue to the Purchasers, in exchange for the Notes, an aggregate of 1,959,389 shares of the Company's common stock (such shares, the "Shares"), with each Share valued at $0.75. The Company issued the Shares in reliance on the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended.

As a result of the foregoing: (i) the indebtedness evidenced by the Notes shall be deemed satisfied in full; (ii) the Notes shall be deemed cancelled and of no further force and effect; and (iii) any security interest that the Purchasers held on any of the assets of the Company or its subsidiaries as collateral to secure the repayment of the Notes shall be extinguished.

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