UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X] Filed by a Party other than the Registrant [  ]

Check the appropriate box:

Marina Biotech, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check in the appropriate box):

MARINA BIOTECH, INC.

17870 Castleton Street,4721 Emperor Boulevard, Suite 250350

City of Industry, California 91748Durham, North Carolina 27703

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday, May 16, 2017October 23, 2018 at 3:10:00 P.M. (Pacific Time)A.M. (EDT)

TO THE STOCKHOLDERS OF MARINA BIOTECH, INC.:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Marina Biotech, Inc. will be held on Tuesday, May 16, 2017,October 23, 2018, at 3:10:00 P.M. Pacific Time,A.M. EDT, at 940 South Coast Drive, Suite 100, Costa Mesa, CA 92626,the offices of Pryor Cashman LLP, 7 Times Square, New York, New York 10017, for the purposes of considering and acting on the following items:

The enclosed Proxy Statement includes information relating to these proposals. Additional purposes of the Annual Meeting are to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only holders of record of our common stock, our series C convertible preferred stock, and our series D convertible preferred stock, our series E convertible preferred stock and our Series F convertible preferred stock as of the close of business on March 23, 2017August 30, 2018 are entitled to notice of and to vote at the Annual Meeting. The holders of at least a majority of our outstanding shares of voting stock entitled to vote and present in person or by proxy are required for a quorum. You may vote electronically through the Internet or by telephone. The instructions on your proxy card describe how to use these convenient services. Of course, if you prefer, you can vote by mail by completing your proxy card and returning it to us in the enclosed envelope.

April 21, 2017September __, 2018

City of Industry, CADurham, North Carolina

OUR BOARD OF DIRECTORS APPRECIATES AND ENCOURAGES YOUR PARTICIPATION IN OUR ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. ACCORDINGLY, PLEASE AUTHORIZE A PROXY TO VOTE YOUR SHARES BY INTERNET, TELEPHONE OR MAIL. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY, IF YOU WISH, AND VOTE IN PERSON. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS PROXY STATEMENT.

MARINA BIOTECH, INC.

17870 Castleton Street,4721 Emperor Boulevard, Suite 250350

City of Industry, California 91748Durham, North Carolina 27703

PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS

To be held Tuesday, May 16, 2017October 23, 2018 at 3:10:00 P.M. (Pacific Time)A.M. (EDT)

ANNUAL MEETING AND PROXY SOLICITATION INFORMATION

General

This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board of Directors”) of Marina Biotech, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders to be held on Tuesday, May 16, 2017,October 23, 2018, at 3:10:00 P.M. Pacific Time,A.M. EDT, at 940 South Coast Drive, Suite 100, Costa Mesa, CA 92626,the offices of Pryor Cashman LLP, 7 Times Square, New York, New York 10017, and at any postponements or adjournments thereof (the “Annual Meeting”). This Proxy Statement, the Notice of Annual Meeting of Stockholders and the accompanying proxy card are being mailed to stockholders on or about April 24, 2017.September __, 2018.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 16, 2017:October 23, 2018: The Proxy Statement and the Annual Report to Shareholders are available atwww.marinabio.com. We encourage you to review all of the important information contained in the proxy materials contained herein or accessed via our website before voting.

Recent Change of Control

As described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 that we filed with the Securities and Exchange Commission on March 31, 2017, on November 15, 2016, we completed the merger (the “Merger”) of our wholly-owned subsidiary, IThena Acquisition Corporation (“Merger Sub”), with and into IThenaPharma Inc. (“IThena” or “IThenaPharma”). As a result of the Merger, Merger Sub merged with and into IThenaPharma, with IThenaPharma surviving as a wholly-owned subsidiary of our company. Immediately following the completion of the Merger, the holders of IThena common stock immediately prior to the completion of the Merger owned approximately 65% of the issued and outstanding shares of the common stock of our company. IThenaPharma is deemed to be the accounting acquirer in the Merger, and thus the historical financial statements of IThenaPharma will be treated as the historical financial statements of our company and will be reflected in our quarterly and annual reports for periods ending after the effective time of the Merger.

Solicitation and Voting Procedures

Solicitation.The solicitation of proxies will be conducted by mail, and we will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation materials regarding the Annual Meeting to beneficial owners of our common stock, par value $0.006 per share. We may conduct further solicitation personally, telephonically, electronically or by facsimile through our officers, directors and regular employees, none of whom would receive additional compensation for assisting with the solicitation. We do not intend, but reserve the right, to use the services of a third party solicitation firm to assist us in soliciting proxies.

Voting.Stockholders of record may authorize the proxies named in the enclosed proxy card to vote their shares of common stock in the following manner:

Revocability of Proxies. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is exercised in the same manner in which it was given, or by delivering to Joseph W. Ramelli,Robert C. Moscato, the Chief Executive Officer of Marina Biotech, Inc., 17870 Castleton Street,at 4721 Emperor Boulevard, Suite 250, City of Industry, California 91748,350, Durham, North Carolina 27703, a written notice of revocation or a properly executed proxy bearing a later date, or by attending the Annual Meeting and giving notice of your intention to vote in person.

Voting Procedure. The presence at the Annual Meeting of a majority of our outstanding shares of voting stock entitled to vote and represented either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. The close of business on March 23, 2017August 30, 2018 has been fixed as the record date (the “Record Date”) for determining the holders of shares of our common stock, our series C convertible preferred stock, our series D convertible preferred stock, our series E convertible preferred stock and our series DF convertible preferred stock entitled to notice of and to vote at the Annual Meeting. Each share of common stock outstanding on the Record Date is entitled to one vote on all matters. The holders of our series C convertible preferred stock, our series D convertible preferred stock, our series E convertible preferred stock and our series DF convertible preferred stock shall be entitled to vote their shares of preferred stock on all matters on an “as-converted” basis, subject to the terms and conditions, including the beneficial ownership limitations, set forth in the certificate of designations for oureach such series C convertibleof preferred stock and our series D convertible preferred stock, as applicable.stock. As of the Record Date, there were 97,187,13111,241,684 shares of common stock outstanding.outstanding, which shares were entitled to an aggregate of 11,241,684 votes at the Annual Meeting, and there were 3,938.28 shares of preferred stock outstanding, which shares were entitled to an aggregate of 18,248,094 votes at the Annual Meeting (before giving effect to the beneficial ownership limitations set forth in the certificate of designations for each applicable series of preferred stock). Under Delaware law, stockholders will not have appraisal or similar rights in connection with any proposal set forth in this Proxy Statement.

Stockholder votes will be tabulated by the persons appointed by the Board of Directors to act as inspectors of election for the Annual Meeting. Shares represented by a properly executed and delivered proxy will be voted at the Annual Meeting and, when instructions have been given by the stockholder, will be voted in accordance with those instructions. If no instructions are given, the shares will be voted FOR Proposal Nos. 1, 2, 3, 4 and 5.

Abstentions and broker non-votes will each be counted as present for the purpose of determining whether a quorum is present at the Annual Meeting. Abstentions will have no effect on the outcome of the election of directors (Proposal No. 1), but will be counted as a vote AGAINST the proposal to effect a reverse split of our common stock (Proposal No. 3)2), AGAINST the proposal to amend our 2014adopt the Marina Biotech, Inc. 2018 Long-Term Incentive Plan to increase the number of shares available for issuance thereunder from 5,000,000 to 10,000,000 (Proposal No. 4)3), AGAINST the ratification of Squar Milner LLP as our independent registered public accounting firm (Proposal No. 4) and AGAINST the approval of the advisory vote to approve the compensation of our named executive officers (Proposal No. 5).

Broker non-votes will have no effect on the outcome of the election of directors (Proposal No. 1), the approval of the increase inadoption of the number of shares available for issuance under our 2014Marina Biotech, Inc. 2018 Long-Term Incentive Plan (Proposal No. 3), the ratification of Squar Milner LLP as our independent registered public accounting firm (Proposal No. 4) or the approval of the advisory vote to approve the compensation of our named executive officers (Proposal No.5 ),No.5), but will be considered as a vote AGAINST the proposal to effect a reverse stock split of our common stock.

A broker non-vote occurs when a broker submits a proxy card with respect to shares of common stock held in a fiduciary capacity (typically referred to as being held in “street name”), but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules of the New York Stock Exchange, a broker may have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the ratification of independent registered public accounting firms, but do not include the election of directors, the adoption of employee benefit plans and advisory votes regarding executive compensation. Thus, brokers will generally have the discretion to vote the proxy for Proposal No. 4, but will not have discretion to cast a vote on Proposal Nos. 1, 2, 3 and 5.

On each matter properly presented for consideration at the Annual Meeting, stockholders will be entitled to one vote for each share of common stock held. Stockholders do not have cumulative voting rights in the election of directors.

Vote Required. For the election of directors (Proposal No. 1), the nominees who receive a plurality of votes from the shares present in person or by proxy and entitled to vote at the Annual Meeting will be elected. For the approval of the proposed amendment to our 2014adoption of the Marina Biotech, Inc. 2018 Long-Term Incentive Plan (Proposal No. 3), the ratification of our independent registered public accounting firm (Proposal No. 4) and the approval of the advisory vote to approve the compensation of our named executive officers (Proposal No. 5), the vote of a majority of the shares present in person or by proxy and entitled to vote on the matter at the Annual Meeting is required. Because your vote with respect to Proposal No. 5 is advisory, it will not be binding upon our Board of Directors. For the approval of the proposal to our certificate of incorporation to effect a reverse split of our common stock (Proposal No. 2), the affirmative vote of a majority of the shares entitled to vote on the matter at the Annual Meeting is required.

If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the enclosed proxy will have discretion to vote on those matters in accordance with their best judgment.

Householding. Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement or our annual report may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you call or write us at the following address or phone number: Marina Biotech, Inc., 17870 Castleton Street,4721 Emperor Boulevard, Suite 250, City of Industry, California 91748,350, Durham, North Carolina 27703, phone: (626) 964-5788,(___) ____-_____, Attention: Joseph W. Ramelli,Robert C. Moscato, Jr., Chief Executive Officer. If you want to receive separate copies of our annual report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

Our Amended and Restated Bylaws (the “Bylaws”) provide that the Board of Directors of our Company shall consist of not less than four (4) members and not more than eleven (11) members, as fixed by the Board of Directors. Currently, the Board of Directors consists of five (5)seven (7) members.

At the Annual Meeting, five (5)seven (7) directors are to be elected by the holders of the common stock to serve until the 20182019 annual meeting of our stockholders and until such directors’ respective successors are elected or appointed and qualify or until any such director’s earlier resignation or removal. The Board of Directors has nominated each of the persons listed below for election to the Board of Directors at the Annual Meeting. Each of the director nominees, other than Ms. Phelan, is currently a member of our Board of Directors.

In the eventIf any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the current Board of Directors or the proxy holders to fill such vacancy or for the balance of those nominees named without the nomination of a substitute, or the size of the Board of Directors may be reduced in accordance with our Bylaws.

Nominees

The following information is submitted concerning the nominees for election as directors based upon information received by us from such persons:

Vuong TrieuUli Hacksell, Ph.D. –Dr. TrieuHacksell has served as a director of our company, and as the Chairman of our Board of Directors, since November 2016.July 1, 2018. Dr. Trieu currently serves as the Chairman of the Board and the Chief Executive Officer at Autotelic Inc. (since May 2014), as the Chairman of the Board and the Chief Regulatory Officer at each of Glucotelic Inc. (since November 2016), Osteotelic Inc. (since July 2016), Oncotelic Inc. (since October 2015) and Stocosil (since February 2015), and as the Chairman of the Board and the Chief Operating Officer at LipoMedics Inc. (since August 2015). He previouslyHacksell has served as Chairman of the Board of Directors of Cerecor Inc. since May 2015 and as President and Chief Executive Officer of Cerecor Inc. from January 2016 to August 2017. From September 2000 to March 2015, Dr. Hacksell served as the Chief Executive Officer and as a director of ACADIA Pharmaceuticals Inc. From February 1999 to September 2000, he served as the Executive Vice President of Drug Discovery of ACADIA. Previously, Dr. Hacksell held various senior executive positions at Astra AB, a pharmaceutical company, including Vice President of Drug Discovery and Technology, and President of IThenaPharma Inc.Astra Draco AB, one of Astra’s largest research and development subsidiaries. He also served as Vice President of CNS Preclinical R&D at Astra Arcus, another Astra subsidiary. Earlier in his career, Dr. Hacksell held the positions of Professor of Organic Chemistry and Department Chairman at Uppsala University in Sweden and served as Chairman and Vice Chairman of the European Federation of Medicinal Chemistry. Dr. Hacksell received his Master of Pharmacy and a Ph.D. in Medicinal Chemistry from August 2014 untilUppsala University. Our Board of Directors believes that entity’s merger with Marina BiotechDr. Hacksell brings to the board substantial leadership skills and scientific background that are helpful in November 2016,its discussions for determining the company’s growth strategy and business plans.

Robert C. Moscato, Jr. -Mr. Moscato has served as our Chief Executive Officer since June 2018 and as a member of our Board of Directors since July 1, 2018. Mr. Moscato is a serial pharmaceutical entrepreneur who has amassed his knowledge during more than 20 years in the Chief Scientific Officer of Sorrento Therapeutics, Inc.pharmaceutical industry, including c-suite leadership and commercial roles. He has successfully built companies from September 2013 until May 2014,the ground to an integrated organization. Mr. Moscato served as the President and Chief ExecutiveOperating Officer at IgDraSolof Cerecor, Inc. (NASDAQ: CERC) from November 2017 until March 2018, and he served on the Board of Directors of Cerecor Inc. from January 2012November 2017 until August 2013,May 2018. Mr. Moscato co-founded Zylera Pharmaceuticals, LLC and served as the PresidentCEO for over six years until it was acquired by Cerecor, Inc. in November 2017. Prior to that, Mr. Moscato served as Chief Operating Officer of Deston Therapeutics LLC. Mr. Moscato initially built his career in commercial roles of increasing responsibility with GlaxoSmithKline, where he was a member of the brand team that led the launch of Wellbutrin XL – one of the fastest launches in pharmaceutical history. Mr. Moscato earned an A.S. degree in Food and Chief Executive Officer at Biomiga DiagnosticsNutrition from 2011 until August 2013,SUNY Farmingdale, a B.S. in Healthcare Management from St. Francis College and as the Directoran M.B.A. from Iona College.

Isaac Blech – Mr. Blech became a director of Biology / Pharmacology at Abraxis BioScience fromour company on November 2002 until July 2011. He also served22, 2017. Mr. Blech currently serves as a member of the Board of Directors of Sorrentoeach of Contrafect Corporation, a biotech company specializing in novel methods to treat infectious disease, and SpendSmart Networks, Inc., a national full-service mobile and loyalty marketing agency. Mr. Blech also serves as Vice Chairman of each of Cerecor, Inc., a company focused on pediatrics and rare diseases, Edge Therapeutics, Inc., a CNS company developing new treatments for conditions such as brain trauma, Diffusion Pharmaceuticals, Inc., an oncology company, and Aridis Pharmaceuticals, Inc. Previously, Mr. Blech served on the Board of Directors of Medgenics, Inc. from September 2013 until August 2014. Dr. Trieu2011 to 2017, of InspireMD, Inc. from 2016 to 2017, and of root9B Holdings, Inc. from 2011 to 2017. Mr. Blech was a founder of some of the world’s leading biotechnology companies, such as Celgene Corporation, ICOS Corporation, Pathogenesis Corporation, Nova Pharmaceutical Corporation and Genetic Systems Corporation. These companies are responsible for major advances in oncology, infectious disease and cystic fibrosis. Mr. Blech received a Ph.D. in microbiology / molecular biologyB.A. from Baruch College. We believe that Mr. Blech’s experience as a director of numerous public biotechnology companies gives him the University of Oklahoma.qualifications, skills and financial expertise to serve on our Board.

Philippe P. Calais, Ph.D.

Tim Boris– Dr. CalaisMr. Boris has served as a director of our company since April 2018. Mr. Boris is an experienced General Counsel and business executive who has served on or been legal advisor to executive and leadership teams in multiple industries. Mr. Boris currently serves as General Counsel for Elucida Oncology, Inc. (a private biotech company focused on cancer diagnostics and treatment via a proprietary nanoparticle platform) and also serves on its Board of Directors. He previously served as the President of SpendSmart Networks, Inc. from April 19, 2016 until March 2017, and he also served as the General Counsel and Secretary of SpendSmart Networks, Inc. from January 20, 2015 and February 21, 2015, respectively, until March 2017. Dr. Calais has over 30 yearsMr. Boris previously served as Vice President of biopharmaceuticalLegal Affairs and pharmaceutical industry experience in North AmericaGeneral Counsel for Restorgenex Corporation (currently Diffusion Pharmaceuticals) from August 2011 until January 19, 2015. He received a Bachelor’s of Business Administration from the University of Michigan, Ross School of Business and Europe. Prior to becoming CEOa juris doctorate from the University of Isarna Therapeutics, a developerSan Diego School of oligonucleotide therapeutics, he managed several biopharmaceutical companies in Canada and in Europe and headed a large technology transfer organization, focusing on corporate strategic positioning, company deployment and sales optimization strategies. His management expertise, combined with extensive experience with large pharma companies, such as ICI Pharmaceuticals and Roche, covers the full scope of the drug chain — from discovery to clinical development, commercialization as well as partnership and franchise strategic marketing for several therapeutic areas. He has successfully raised significant financing internationally for private and publicly traded biotechs. A French citizen residing in Germany, he has a degree and doctorate in pharmacy from France.Law.

Stefan C. Loren, Ph.D.

Erik Emerson– Dr. LorenMr. Emerson has served as a directorthe Chief Commercial Officer of Marina Biotechour company since August 2012. Dr. Loren is currently the founder at Loren Capital Strategy LLC, a health care-focused fund management firm. He was previously managing director at Westwicke Partners, a healthcare-focused consulting firm, from 2008 through February 2014. Dr. Loren has over 20 years of experience as a research and investment professional in the healthcare space, including roles at Perceptive Advisors, MTB Investment Advisors, Legg Mason, and Abbott Laboratories. Prior to industry, Dr. Loren served as a researcher at The Scripps Research Institute working with Nobel Laureate K. Barry Sharpless on novel synthetic routes to chiral drugs. His scientific work has been featured in Scientific American, Time, Newsweek and Discover, as well as other periodicals and journals. Dr. Loren has served as a director of GenVec, Inc. since September 2013June 22, 2017 and as a director of Cellectar Biosciences, Inc.our company since June 2015, and within the past five years, heApril 2018. Mr. Emerson has served as the Chief Executive Officer and President of Symplmed Pharmaceuticals since he founded that company in 2013. During his time at Symplmed Pharmaceuticals, Mr. Emerson led that company to the submission, approval and commercial launch of Prestalia, and to the eventual sale of such assets to our company in June 2017. He also spearheaded the development and launch of Symplmed’s DyrctAxess technology, a patented software designed to manage prescription fulfillment and patient monitoring. DyrctAxess has demonstrated a significant impact on patient conversion to treatment, long-term compliance and overall patient retention. Prior to founding Symplmed, Mr. Emerson served as the boardhead of directorsCommercial Development at XOMA from 2010 to 2013, and as Director of Orchid Cellmark Inc.Marketing at Gilead Sciences from 2007 to 2010. Mr. Emerson began his career at King Pharmaceuticals in sales, sales training and Polymedix, Inc. Dr. Loren received a doctorate degree in organic chemistrymarketing. Mr. Emerson, age 47, graduated from the University of California at BerkeleyOregon with a Bachelor of Arts in Political Science with a specialization in Administration and a bachelor’s degree in chemistry from the University of California San Diego.Organization.

Philip C. Ranker– Mr. Ranker has served as a director of Marina Biotech since January 2014. Currently, Mr. Ranker serves as chief financial officer at Bioness, Inc. Previously he served as chief accounting officer of Marina Biotech from September 7, 2011 until September 30, 2011, and then served as interim chief financial officer and secretary of Marina Biotech from October 1, 2011 until December 31, 2013. Before that, Mr. Ranker served as chief financial officer of Suneva Medical, Inc. from 2009 to 2011, and as vice president of finance at Amylin Pharmaceuticals, Inc. from 2008 to 2009. Prior to Amylin, Mr. Ranker held various positions with Nastech Pharmaceutical Company Inc. (the predecessor to Marina Biotech) from 2004 to 2008, including vice president of finance from August 2004 until September 2005, and chief financial officer and secretary from September 2005 until January 2008. From September 2001 to August 2004, Mr. Ranker served as director of finance for ICOS Corporation. Prior to working at ICOS, Mr. Ranker served in various positions in corporate accounting, managed care contracting and research and development, including senior finance director, at Aventis Pharmaceutical and its predecessor companies during his nearly 15 years with the organization. From February 2006 until 2010, Mr. Ranker also served as a member of the board of directors and as the chair of the audit committee of ImaRx Therapeutics, Inc., which executed an initial public offering during his tenure. Prior to Aventis, Mr. Ranker was employed by Peat Marwick (currently KPMG) as a Certified Public Accountant. Mr. Ranker holds a B.S. in accounting from the University of Kansas.

Donald A. Williams– Mr. Williams has served as a director of Marina Biotech since September 2014. Mr. Williams is a 35-year veteran of the public accounting industry, retiring in 2014. Mr. Williams spent 18 years as an Ernst & Young (EY) Partner and the seven years as a partner with Grant Thornton (GT). Mr. Williams’ career focused on private and public companies in the technology and life sciences sectors. During the last seven years at GT, he served as the National Leader of Grant Thornton’s life sciences practice and the managing partner of the San Diego Office. He was the lead partner for both EY and GT on multiple initial public offerings; secondary offerings; private and public debt financings; as well as numerous mergers and acquisitions. From 2001 to 2014, Mr. Williams served on the board of directors and is past president and chairman of the San Diego Venture Group and has served on the board of directors of various charitable organizations in the communities in which he has lived. Beginning in 2015, Mr. Williams has served as a director of Proove Biosciences, Inc. and of Alphatec Holdings, Inc. (and its wholly-owned operating subsidiary, Alphatec Spine, Inc.). Beginning in 2016, Mr. Williams has served as a director of Akari Therapeutics PLC, and beginning in March 2017 Mr. Williams has served as a director of ImpediMed Limited. Mr. Williams served as a director of Proove Biosciences, Inc., a private company, from January 2015 until May 2017. Mr. Williams is a graduate of Southern Illinois University with a B.S. degree.

Nancy R. Phelan – Ms. Phelan is an accomplished senior executive and thought leader with over 20 years’ success in the healthcare and biotech industries. She is a passionate and compassionate leader of high performing teams with deep expertise in designing effective customer marketing strategies and building commercial capabilities that drive performance. Since July, 2017, Ms. Phelan has served as Senior Vice President, Commercial Growth at Outcome Health, where her responsibilities include driving innovation and commercial growth for the world’s largest platform for actionable health intelligence. Ms. Phelan has also served since January 2018 as an Executive Advisor for Innate Biologics, a pioneer in targeting, preventing and treating inflammation, since April, 2018 as an Independent Board Member for FemmePharma Consumer Healthcare, since August, 2018 as an Advisory Board Member for Eved, a software company transforming transparency in the meetings and events industry, and since May, 2018 as a member of the Pharma Digital Health Roundtable Steering Committee. From September, 2011 until December, 2016, Ms. Phelan held roles of increasing responsibility for Bristol-Myers Squibb Company (“BMS”), including Vice President, U.S. Customer Strategy and Operations and Head, Worldwide Commercial Operations. Prior to her time at BMS, from October, 2004 until September, 2011, Ms. Phelan held leadership roles in global and U.S. marketing at Wyeth, which was acquired by Pfizer Inc. in 2009, including Executive Director in Commercial Development, and established a best in class customer and digital marketing organization. Ms. Phelan received a BA with Honors from Franklin & Marshall College and completed coursework in Villanova University’s MBA program.

Vote Required and Board of Directors’ Recommendation

Assuming a quorum is present, the affirmative vote of a plurality of the votes cast at the Annual Meeting, either in person or by proxy, is required for the election of a director. For purposes of the election of directors, abstentions and broker non-votes will have no effect on the result of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” ALL OF THE NOMINEES NAMED IN PROPOSAL NO. 1.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the ownership of our common stock as of April 10, 2017August 30, 2018 (the “Determination Date”) by: (i) each current director of our company and each director nominee; (ii) each of our Named Executive Officers; (iii) all current executive officers and directors of our company as a group; and (iv) all those known by us to be beneficial owners of more than five percent (5%) of our common stock.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire beneficial ownership of within 60 days of the Determination Date, through the exercise of any option, warrant or similar right (such instruments being deemed to be “presently exercisable”). In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of presently exercisable options and warrants are considered to be outstanding. These shares, however, are not considered outstanding as of the Determination Date when computing the percentage ownership of each other person.

To our knowledge, except as indicated in the footnotes to the following table, and subject to state community property laws where applicable, all beneficial owners named in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them. Percentage of ownership is based on 97,099,87711,241,684 shares of common stock outstanding as of the Determination Date. Unless otherwise indicated, the business address of each person in the table below is c/o Marina Biotech, Inc., 17870 Castleton Street,4721 Emperor Boulevard, Suite 250, City of Industry, CA 91748.350, Durham, North Carolina 27703. No shares identified below are subject to a pledge.

* Beneficial ownership of less than 1.0% is omitted.

Biographical Information Concerning Executive Officers

Biographical information concerning our executive officers (other than those executive officers who also serve as members of our Board of Directors) is set forth below.

Joseph W. RamelliAmit Shah– Mr. RamelliShah has served as our Chief ExecutiveFinancial Officer since December 8, 2016. Previously heOctober 2017. Mr. Shah served as interimthe Senior Director of Finance – ERP, at Young’s Market Company from December 2015 to August 2017, as a Consultant at Young’s Market Company through Beacon Resources from September 2015 to December 2015, as the Vice President of Finance & Accounting, and Acting Chief ExecutiveFinancial Officer, and Chairman of the Board of Directors of Marina BiotechInsightra Medical Inc. from June 10, 2016 until December 8, 2016,May 2014 to August 2015, and as a directorBusiness Consultant to U.S. Autoparts through Vaco from January 2014 to May 2014. Mr. Shah also previously served as VP Finance and Acting Chief Financial Officer at IgDraSol Inc. from January 2013 to September 2013, as Corporate Controller & Director of Marina BiotechFinance at ISTA Pharmaceuticals from December 2010 to November 2012, as Corporate Controller at Spectrum Pharmaceuticals from October 2007 to November 2010, and as Controller / Senior Manager Internal Audits at Caraco Pharmaceuticals Laboratories from August 2012 until December 8, 2016.2000 to September 2007. Mr. Ramelli worked asShah received a consultant for several investment funds providing in-depth due diligence and investment recommendations. He has over 20 yearsBachelor’s of experience in the investment industry, having worked as both an institutional equity trader and as an equity analyst at Eos Funds, Robert W. Duggan & Associates and Seneca Capital Management. Mr. Ramelli graduated with honorsCommerce degree from the University of California at Santa Barbara, with a B.A. in business economics.Mumbai, and is an Associate Chartered Accountant from The Institute of Chartered Accountants of India. Mr. Shah, age 52, is also an inactive CPA from Colorado, USA.

Larn Hwang,Peter D. Weinstein, Ph.D., J.D. – Dr. HwangWeinstein has served as our Chief ScientificLegal Officer since FebruaryOctober 2017. Dr. Hwang, age 54,Weinstein has served as the Chief Executive Officer of Oncotelic, Inc.Entralta, P.C., since October 20152012, a full service legal and as the Chief Scientific Officer of Autotelic Inc. since October 2013.business firm that specializes in working with small companies. Prior to Entralta, Dr. Hwang is a veteran in the drug development industry, with broad expertise in drug discovery and biomarker development, as well as clinical and regulatory operations. Dr. Hwang was a founder of IgDraSol, Inc. (which merged with Sorrento Therapeutics in 2013, where she laterWeinstein served as VP of RegulatorySenior Counsel at Baxter Healthcare Corporation, where he handled legal, intellectual property, transactional and Clinical Operations from September 2013 to May 2014)business development matters for Baxter’s major hemophilia products and development programs. Dr. Weinstein has also served as its Chief Operating Officer from April 2012 to August 2013,an attorney at Fish & Richardson, Brobeck, Phleger & Harrison and she was a founder of Biomiga DiagnosticsGoodwin Procter, and served as its Chief Operating Officer from 2011 to August 2013. Prior to that, she served as Head of Cell Biology at Abraxis BioScience from November 2005 to June 2011 and as Senior Principal Scientist at Celgene Corporation from February 2011 to June 2011. Dr. Hwang has also held a position with Johnson & Johnson. Dr. Hwang received a Ph.D. in Molecular Microbiology from The University of Texas Southwestern Medical Center at Dallas.

Mihir Munsif – Mr. Munsif has served as our Chief Operating Officer since February 2017. Mr. Munsif, age 54, has served as the Senior Vice President at Autotelic Inc. since November 2016, as the Senior Vice President of Portfolio Management of LipoMedics, Inc. since June 2016 and as the Senior Vice President of Portfolio Management of Oncotelic, Inc. since October 2015. Previously he served as the Chief Operating Officer of IThenaPharma Inc. from September 2014 until August 2016. Priorprior to that he served as Product Life Cycle Management and Supply Chain Consulting at Accenturewas an Examiner with the United States Patent & Trademark Office. Dr. Weinstein received his law degree from March 2013 until September 2014 and as Product Life Cycle Management and Supply Chain Management Operations at Herbalife from April 2009 until March 2013. Mr. Munsif received a M.S.Boston College Law School, his Ph.D. in Industrial EngineeringBiology/Immunology from the University of OklahomaPennsylvania, and a B.S.degree in Chemical EngineeringBiology from Manipal Institutethe University of Technology.Connecticut. Dr. Weinstein, age 55, is a member of the California Bar and is registered to practice before the United States Patent & Trademark Office as a Patent Attorney.

Director’s Qualifications

In selecting a particular candidate to serve on our Board of Directors, we consider the needs of our company based on particular experiences, qualifications, attributes and skills that we believe would be advantageous for our Board members to have and would qualify such candidate to serve on our Board given our business profile and the environment in which we operate. The table below sets forth such experiences, qualifications, attributes and skills, and identifies the ones that each director and director nominee possesses.

Arrangements Regarding Director Nominations

Pursuant to the Merger Agreement,Messrs. Emerson and in connection with the Merger, Dr. Trieu was appointed to our Board, to serve until our 2017 annual meeting of stockholders or until his earlier death, resignation or removal. At such time, Dr. Trieu was also appointed to serve as Chairman of the Board.

Dr. Calais wasBoris were identified to serve as a member of our Board by Dr. Trieu, in his capacity as the representativeholders of a majority of the former stockholdersshares of IThenaPharma,our Series E Preferred Stock sold in our private placement on April 16, 2018 pursuant to the Merger Agreement. Dr. Trieu served asdirector designation right provided in the Presidentsubscription agreements that we entered into with the purchasers of IThenaPharma immediately prior to the closing of the Merger.our securities in connection with such private placement.

Family Relationships

There are no familial relationships between any of our executive officers and directors. However, Falguni Trieu, our Director of Business Development, is the spouse of Vuong Trieu, the Chairman of our Board of Directors.

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.years, other than the fact that Mr. Williams had served as a member of the Board of Directors of Proove Biosciences, Inc., a private company, from January 2015 until May 2017, which entity went into receivership in approximately September 2017.

Independence of the Board of Directors

The Board of Directors utilizes NASDAQ’s standards for determining the independence of its members. In applying these standards, the Board considers commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others, in assessing the independence of directors, and must disclose any basis for determining that a relationship is not material. The Board has determined that four (4) of its current members,the following five (5) director nominees, namely Philippe Calais,Isaac Blech, Tim Boris, Uli Hacksell, Ph.D., Stephen Loren, Ph.D., Philip C. RankerNancy Phelan and Donald A. Williams, are independent directors within the meaning of the NASDAQ independence standards. In making these independence determinations, the Board did not exclude from consideration as immaterial any relationship potentially compromising the independence of any of the above directors.

Meetings of the Board of Directors

The Board of Directors held twenty-fourfifteen (15) meetings during 2016.2017. During 2016,2017, all directors attended more than 75% of the aggregate number of meetings of the Board of Directors that were held during the time that they served as members of the Board of Directors. We do not have a formal policy regarding attendance by members of the Board of Directors at the annual meeting of stockholders, but we strongly encourage all members of the Board of Directors to attend our annual meetings and expect such attendance except in the event of extraordinary circumstances. All of our directors attended our annual meeting of stockholders for the 20152017 fiscal year.

Committees of the Board of Directors

The Board of Directors has established and currently maintains the following twothree standing committees: the Audit Committee, the Compensation Committee, and the Compensation Committee.Nominating and Corporate Governance Committee (the “N&GC”). The Board of Directors has adopted written charters for each of these committees, which we make available free of charge on or through our Internet website, along with other items related to corporate governance matters, including our Code of Business Conduct and Ethics applicable to all employees, officers and directors. We maintain our Internet website at www.marinabio.com. You can access our committee charters and code of conduct on our website by first clicking “About Marina Biotech” and then “Corporate Governance.”

We intend to disclose on our Internet website any amendments to or waivers from our Code of Business Conduct and Ethics, as well as any amendments to the charters of any of our standing committees. Any stockholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Marina Biotech, Inc., 17870 Castleton Street,4721 Emperor Boulevard, Suite 250, City of Industry, CA 91748.350, Durham, North Carolina 27703.

Currently, the Audit Committee consists of Mr. Williams (Chair), Mr. RankerBlech and Dr. Calais, andMr. Boris, the Compensation Committee consists of Dr. LorenMr. Boris (Chair), Mr. Blech and Mr. Williams, and the N&GC consists of Mr. Ranker.Blech (Chair), Mr. Boris and Mr. Williams. During the 20162017 fiscal year, the Audit Committee held foursix (6) meetings, and neither the Compensation Committee did not holdnor the N&GC held any meetings. All members of each standing committee during 20162017 attended at least 75% of the meetings that were held during the periods when they served as members of such committee.

Audit Committee. Among other functions, the Audit Committee authorizes and approves the engagement of the independent registered public accounting firm, reviews the results and scope of the audit and other services provided by the independent registered public accounting firm, reviews our financial statements, reviews and evaluates our internal control functions, approves or establishes pre-approval policies and procedures for all professional audit and permissible non-audit services provided by the independent registered public accounting firm and reviews and approves any proposed related party transactions. The Board of Directors has determined that each of the current members of the Audit Committee is an independent director within the meaning of the NASDAQ independence standards and Rule 10A-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Board of Directors has determined that each of the current members of the Audit Committee qualifies as an Audit Committee Financial Expert under applicable SEC Rules and satisfies the NASDAQ standards of financial literacy and financial or accounting expertise or experience.

Compensation Committee. The Compensation Committee’s functions include reviewing and approving the compensation and benefits for our executive officers, administering our equity compensation plans and making recommendations to the Board of Directors regarding these matters. Neither the Compensation Committee nor the Board of Directors retained any consultants to assist in the review and approval of the compensation and benefits for the executive officers of our company during 2016.2017. The Board of Directors has determined that each current member of the Compensation Committee is an independent director within the meaning of the NASDAQ independence standards.

Nominating and Corporate Governance Committee. The N&CGC searches for and recommends to the Board of Directors potential nominees for director positions and makes recommendations to the Board of Directors regarding the size, composition and compensation of the Board of Directors and its committees. The Board of Directors has determined that each current member of the N&CGC is an independent director within the meaning of the NASDAQ independence standards.

Selection of Board Candidates

In selecting candidates for the Board of Directors, the Board (or, as used throughout this section, the N&GC, as applicable) begins by determining whether the incumbent directors whose terms expire at the annual meeting of stockholders desire and are qualified to continue their service on the Board of Directors. If there are positions on the Board of Directors for which the Board will not be re-nominating an incumbent director, or if there is a vacancy on the Board of Directors, the Board will solicit recommendations for nominees from persons whom the Board believes are likely to be familiar with qualified candidates, including members of our Board of Directors and our senior management. The Board may also engage a search firm to assist in the identification of qualified candidates. The Board will review and evaluate those candidates whom it believes merit serious consideration, taking into account all available information concerning the candidate, the existing composition and mix of talent and expertise on the Board of Directors and other factors that it deems relevant. In conducting its review and evaluation, the committee may solicit the views of management and other members of the Board of Directors, and may conduct interviews of proposed candidates.

The Board generally requires that all candidates for the Board of Directors be of the highest personal and professional integrity and have demonstrated exceptional ability and judgment. The Board will consider whether such candidate will be effective, in conjunction with the other members of the Board of Directors, in collectively serving the long-term interests of our stockholders. In addition, the Board requires that all candidates have no interests that materially conflict with our interests and those of our stockholders, have meaningful management, advisory or policy making experience, have a general appreciation of the major business issues facing us and have adequate time to devote to service on the Board of Directors.

The Board will consider stockholder recommendations for nominees to fill director positions, provided that the Board will not entertain stockholder nominations from stockholders who do not meet the eligibility criteria for submission of stockholder proposals under Rule 14a-8 of Regulation 14A under the Exchange Act. Stockholders may submit written recommendations for nominees to the Board of Directors, together with appropriate biographical information and qualifications of such nominees as required by our Bylaws, to our Corporate Secretary following the same procedures as described in “Stockholder Communications” in this Proxy Statement. In order for the Board to consider a nominee for directorship submitted by a stockholder to be considered, such recommendation must be received by the Corporate Secretary by the time period set forth in our most recent proxy statement for the submission of stockholder proposals under Rule 14a-8 of Regulation 14A under the Exchange Act. The Corporate Secretary shall then deliver any such communications to the Chairman of the Board.Board or the N&GC, as applicable. The Board will evaluate stockholder recommendations for candidates for the Board of Directors using the same criteria as for other candidates, except that the Board may consider, as one of the factors in its evaluation of stockholder recommended candidates, the size and duration of the interest of the recommending stockholder or stockholder group in our equity.

In addition to the foregoing, we note that the holders of a majority of the shares of our series E preferred stock that were issued in our recent offering of shares of series E preferred stock have the right to designate three persons for election as directors of our company at the Annual Meeting (which designees are [Dr. Hacksell, Mr. Boris and Mr. Emerson]), and that we agreed with the investors who purchased our securities in our recent offering of series E preferred stock that Isaaac Blech would also be included as a nominee for director at the Annual Meeting.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors is currently chaired by Uli Hacksell, Ph.D., who was appointed to serve in such capacity effective July 1, 2018. Also, Robert C. Moscato, Jr. currently serves as our Chief Executive Officer, having been engaged in such role effective June 18, 2018. Although we have not adopted a formal policy on whether the Chairman of the Board and Chief Executive Officer positions should be separate or combined, given our company’s recent operational history, recent organizational changes and the recent Merger with IThenaPharma,need for strong and experienced leadership as we seek to significantly expand our business operations and commercial capabilities, we have determined that it is in the best interests of our company and its stockholders that these roles be separate. Mr. Ramelli, who has served as an executive officerHowever, while our Board believes the separation of Marina Biotech since June 2016, and who served as a director of Marina Biotech from August 2012 until December 2016,these positions currently serves our company well, and intends to maintain this separation where appropriate and practicable, the Board does not believe that it is appropriate to prohibit one person from serving as ourboth Chairman of the Board and Chief Executive Officer. Given his long involvement with Marina Biotech as a directorOur Board will continually evaluate our leadership structure and as an executive officer, Mr. Ramellicould in the future decide to combine the Chairman and Chief Executive Officer positions if it believes that doing so would serve the best interests of our company and its stockholders.

As noted above, our Board has determined that Dr. Hacksell is intimately familiar withindependent within the business operations and strategic direction of Marina Biotech, including with respect to the period prior to the Merger. Dr. Trieu, who previously served as president of IThenaPharma, and who (directly or indirectly) controlled a majoritymeaning of the outstanding sharesNASDAQ independence standards. As such, and in his role as Chairman of the common stock of IThenaPharma, serves as the Chairman of our Board, of Directors. Through his positions with IThenaPharma,we believe that Dr. Trieu is intimately familiar with the business operations and strategic direction of IThenaPharma.

At the same time, we also believe it is importantHacksell can help to ensure that our independent directors have a strong voice in the leadership of our company. As a result, we believe it is beneficialcompany, including having the ability to our company and its stockholders that one of the independent directors of our Board serve in the capacity of Lead Independent Director. Dr. Loren currently serves as Lead Independent Director. We believe that the use of a Lead Independent Director is beneficial because the Lead Independent Director can provide the Chairman and the CEOmanagement with guidance and feedback on their performance in those roles, as well as provide a more effective channel for the independent members of the Board to express their views on management.performance. To further strengthen the voice of our independent directors, we provide that such directors meet on a regular basis, and we have provided that all of the members of the Audit Committee, and the Compensation Committee and the N&GC are independent.

The Board of Directors continually evaluates our leadership structure and could in the future decide to combine the Chairman and CEO positions, or to eliminate the Lead Independent Director position, if it believes that doing so would serve the best interests of our company.

Our Board of Directors and the Audit Committee thereof is responsible for overseeing the risk management processes on behalf of our company. The Board and, to the extent applicable, the Audit Committee, receive and review periodic reports from management, auditors, legal counsel and others, as considered appropriate regarding our company’s assessment of risks. Where applicable, the Audit Committee reports regularly to the full Board of Directors with respect to risk management processes. The Audit Committee and the full Board of Directors focus on the most significant risks facing our company and our company’s general risk management strategy, and also ensure that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board oversees the risk management of our company, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

Stockholder Communications

All stockholder communications must: (i) be addressed to our Chief Executive Officer at our address; (ii) be in writing either in print or electronic format; (iii) be signed by the stockholder sending the communication; (iv) indicate whether the communication is intended for the entire Board of Directors, a committee thereof, or the independent directors; (v) if the communication relates to a stockholder proposal or director nominee, identify the number of shares held by the stockholder, the length of time such shares have been held, and the stockholder’s intention to hold or dispose of such shares, provided that we will not entertain shareholder proposals or shareholder nominations from shareholders who do not meet the eligibility and procedural criteria for submission of shareholder proposals under Commission Rule 14a-8 of Regulation 14A under the Exchange Act; and (vi) if the communication relates to a director nominee being recommended by the stockholder, must include appropriate biographical information of the candidate as is required by our Bylaws.

Upon receipt of a stockholder communication that is compliant with the requirements identified above, the Chief Executive Officer shall promptly deliver such communication to the appropriate member(s) of the Board of Directors or committee member(s) identified by the stockholder as the intended recipient of such communication by forwarding the communication to either the chairman of the Board of Directors with a copy to the CEO, the chairman of the applicable committee, or to each of the independent directors, as the case may be.

The Chief Executive Officer may, in his or her sole discretion and acting in good faith, provide copies of any such stockholder communication to any one or more of our directors and executive officers, except that in processing any stockholder communication addressed to the independent directors, the Chief Executive Officer may not copy any member of management in forwarding such communications. In addition, the Chief Executive Officer may, in his or her sole discretion and acting in good faith, not forward certain items if they are deemed of a commercial or frivolous nature or otherwise inappropriate for consideration by the intended recipient and any such correspondence may be forwarded elsewhere in our company for review and possible response.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Approval for Related Party Transactions

It is our practice and policy to comply with all applicable laws, rules and regulations regarding related-person transactions. Our Code of Business Conduct and Ethics requires that all employees, including officers and directors, disclose to the CEO the nature of any company business that is conducted with any related party of such employee, officer or director (including any immediate family member of such employee, officer or director, and any entity owned or controlled by such persons). If the transaction involves an officer or director of our company, the CEO must bring the transaction to the attention of the Audit Committee or, in the absence of an Audit Committee the full Board, which must review and approve the transaction in writing in advance. In considering such transactions, the Audit Committee (or the full Board, as applicable) takes into account the relevant available facts and circumstances.

Related Party Transactions

Transactions with Vuong Trieu, Ph.D.

We have entered into the following transactions with Dr. Trieu, who currently serves as a member of our Board of Directors (and who previously served as the Chairman of our Board of Directors, our Executive Chairman and our Interim Chief Executive Officer), and/or entities that are controlled by him or with which he is affiliated, that require disclosure under Item 404(a) of Regulation S-K promulgated under the Exchange Act: (A) Marinawe and Dr. Trieu arewere parties to thea Line Letter dated November 15, 2016 pursuant to which Dr. Trieu offered to us an unsecured line of credit in an amount not to exceed $540,000, to be used for current operating expenses;expenses (the outstanding principal balance of which line of credit, plus accrued and unpaid interest thereon, converted into shares of our Series E Preferred Stock and warrants to purchase shares of our common stock upon the closing of our private placement of such securities on April 16, 2018); (B) Dr. Trieu is the Chief Executive Officer of Autotelic LLC, with which entity Marinawe entered into a License Agreement dated November 15, 2016; (C) Dr. Trieu is the Chairman of the Board of Directors of Autotelic Inc., with which entity Marinawe entered into a Master Services Agreement dated November 15, 2016 (which Master Services Agreement is being terminated), and which entity offered to us an unsecured line of credit in an amount not to exceed $500,000 in April 2017;2017 (the outstanding principal balance of which line of credit, plus accrued and unpaid interest thereon, converted into shares of our Series E Preferred Stock and warrants to purchase shares of our common stock upon the closing of our private placement of such securities on April 16, 2018); (D) Dr. Trieu is the Chairman of the Board of Directors and Chief Operating Officer of LipoMedics Inc. (“LipoMedics”), with which entity we entered into a License Agreement and a Stock Purchase Agreement, each dated February 6, 2017. 2017; (E) Dr. Trieu is the Chairman of the Board of Directors and Chief Executive Officer of Oncotelic Inc., with which entity we entered into a License Agreement dated July 17, 2017 (which License Agreement has been terminated); and (F) Dr. Trieu is the Chairman of the Board of Directors of Autotelic Inc., which entity owns approximately 19% of the issued and outstanding shares of the common stock of Autotelic BIO, with which entity we entered into a binding term sheet on January 11, 2018 regarding the licensing of our IT-103 product candidate.

Each of the foregoing agreements is described immediately below. Immediately following the completion of the merger between IthenaPharma Inc. (“Ithena”) and Marina Biotech in November 2016 (such transaction, the “Merger”, and the agreement pursuant to which the Merger was effected, the “Merger Agreement”), Autotelic LLC owned approximately 25.8% of the issued and outstanding shares of our common stock (which percentage has been reduced to approximately 20.6% as of the date of this proxy statement) and Autotelic Inc. owned approximately 5.9% of the issued and outstanding shares of our common stock.stock (which percentage has been reduced to approximately 4.7% as of the date of this proxy statement).

Line Letter with Dr. Trieu

On November 15, 2016, Marinain connection with the Merger, we entered into a Line Letter with Dr. Trieu for an unsecured line of credit in an amount not to exceed $540,000, to be used for current operating expenses. Dr. Trieu will consider requests for advances under the Line Letter until April 30, 2017. Dr. Trieu shall have the right at any time for any reason in his sole and absolute discretion to terminateall of which has been drawn down. The unpaid principal balance of the line of credit, available under the Line Letter or to reduce the maximum amount available thereunder without notice; provided, that Dr. Trieu agreed that he shall not demand the repayment of any advances that are made under the Line Letter prior to the earlier of: (i) May 15, 2017; and (ii) the date on which (x) we make a general assignment for the benefit of our creditors, (y) we apply for or consents to the appointment of a receiver, a custodian, a trustee or liquidator of all or a substantial part of our assets or (z) we cease operations. 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 Dr. Trieu, and shall be due and payable upon demand by Dr. Trieu.

Dr. Trieu shall have the right, exercisable by delivery of written notice thereof (the “Election Notice”), to either: (i) receive repayment for the entire unpaid principal amount advanced under the Line Letter and thetogether with accrued and unpaid interest thereon, on the dateconverted into 114.63 shares of the delivery of the Election Notice (the “Outstanding Balance”) or (ii) convert the Outstanding Balance into such number ofour Series E Preferred Stock and warrants to purchase up to 859,725 shares of our common stock as is equalupon the closing of our private placement of such securities on April 16, 2018. As a result of the conversion of the line of credit, all of our obligations to the quotient obtained by dividing (x) the Outstanding Balance by (y) $0.10 (such price, the “Conversion Price”,Dr. Trieu thereunder have been satisfied and the numberline of shares of common stock to be issued pursuant to the foregoing formula, the “Conversion Shares”); provided, that incredit is 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.

longer outstanding.

Autotelic LLC License Agreement

On November 15, 2016, Marinain connection with the Merger, we entered into a License Agreement with Autotelic LLC, a stockholder of IThenaPharma that became the holder of 2,312,355 shares of our common stock as a result of the Merger, and an entity of which Dr. Trieu serves as Chief Executive Officer, pursuant to which (A) Marinawe licensed to Autotelic LLC certain patent rights, data and know-how relating to FAP and nasal insulin, for human therapeutics other than for oncology-related therapies and indications, and (B) Autotelic LLC licensed to Marina certainus patent rights, data and know-how relating to IT-102 and IT-103, in connection with individualized therapy forof 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 TDMTherapeutic Drug Monitoring (TDM) guided dosing for all indications using an Autotelic Inc. TDM Device. MarinaWe also granted a right of first refusal to Autotelic LLC with respect to any license by Marinaus of the rights licensed by or to Marinaus under the License Agreement in any cancer indication outside of gastrointestinal cancers.

The License Agreement shall immediately terminate, all rights granted by a licensor under the License Agreement shall immediately revert forthwith to the applicable licensor, all benefits which have accrued under the License Agreement shall automatically be transferred to the applicable licensor, and all rights, title and interest in the licensed intellectual property shall immediately revert back to the applicable licensor if: (i) the applicable licensee makes a general assignment for the benefit of its creditors prior to the two (2) year anniversary of the date of the License Agreement; (ii) the applicable licensee applies for or consents to the appointment of a receiver, a custodian, a trustee or liquidator of all or a substantial part of its intellectual property prior to the two (2) year anniversary of the date of the License Agreement; (iii) prior to the two (2) year anniversary of the date of the License Agreement, and without the consent of the applicable licensor, the applicable licensee effects a Change of Control Transaction (as defined in the License Agreement); (iv) the applicable licensee ceases operations; or (v) the applicable licensee fails to take any material steps, as reasonably determined by the applicable licensor, to develop the licensed intellectual property prior to the one (1) year anniversary of the date of the License Agreement (each of the foregoing items (i) through (v), a “Termination Event”). Upon the occurrence of any Termination Event, the applicable licensee shall immediately discontinue all use of the licensed intellectual property.

Master Services Agreement

On November 15, 2016, Marinain connection with the Merger, we entered into a Master Services Agreement (the “MSA”) with Autotelic Inc., a stockholder of IThenaPharma that became the holder of 525,535 shares of our common stock as a result of the Merger, and an entity of which Dr. Trieu serves as Chairman of the Board, pursuant to which Autotelic Inc. agreed to provide certain business functions and services from time to time during regular business hours at Marina’s request (the “Master Services Agreement”). The Master Services Agreement has a term of ten years, though either party can terminate it by giving to the other party ninety (90) days’ prior written notice of such termination (provided that the final day of the term shall be on the last day of the calendar month in which the noticed termination date falls). The resources available to us throughour request. In August 2018, we notified Autotelic Inc. include, without limitation, regulatory, clinical, preclinical, manufacturing, formulation, legal, accounting and information technology.that we are terminating the MSA as of October 31, 2018.

As partial consideration forIn April 2018, and in connection with the services to be performed by Autotelic Inc. under the Master Services Agreement, during the period prior to the date on which we have completed an equity offeringclosing of either common or preferred stock in which the gross proceeds therefrom is no less than $10 million, we shall issue to Autotelic Inc.our private placement of our Series E Preferred Stock and warrants to purchase shares of our common stock, we entered into a Compromise and Settlement Agreement with the numberAutotelic Inc. pursuant to which we agreed to issue to Autotelic Inc. an aggregate of 162.59 shares of common stock for which suchour Series E Preferred Stock and warrants are exercisable, and the exercise price for such warrants, being based on the closing priceto purchase up to 2,564,465 shares of our common stock; provided, thatstock to satisfy accrued and unpaid fees in no event shall such price be lower than the loweraggregate amount of (x) $0.28 per share or (y)approximately $812,967, and other liabilities, owed to Autotelic Inc. as of March 31, 2018 pursuant to the lowest exercise price of any warrants 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 beginning on November 15, 2016 and ending on the date of the issuance of such warrants.MSA.

Line Letter with Autotelic Inc.

On April 4, 2017, we entered into a Line Letter with Autotelic Inc., a stockholder of IThenaPharma that became the holder of 525,535 shares of our 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 advancesThe balance under the Line Letter until September 1,line was $93,662, including accrued interest of $2,847 as of December 31, 2017. Autotelic Inc. shall have the right at any time for any reason in its sole and absolute discretion to terminateThe unpaid principal balance of the line of credit, available undertogether with accrued and unpaid interest thereon, converted into 19 shares of our Series E Preferred Stock and warrants to purchase up to 142,500 shares of our common stock upon the Line Letter orclosing of our private placement of such securities on April 16, 2018. As a result of the conversion of the line of credit, all of our obligations to reduce the maximum amount available thereunder without notice; provided, that Autotelic Inc. agreed that it shall not demandthereunder have been satisfied and the repaymentline 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.credit is no longer outstanding.

Arrangements with LipoMedics

On February 6, 2017, we entered into a License Agreement with LipoMedics, Inc. pursuant to which, among other things, we provided to LipoMedics a license to our SMARTICLES platform for the delivery of nanoparticles including small molecules, peptides, proteins and biologics. This represents the first time that our SMARTICLES technologies have been licensed in connection with nanoparticles delivering small molecules, peptides, proteins and biologics. On the same date, we also entered into a Stock Purchase Agreement with LipoMedics pursuant to which we issued to LipoMedics an aggregate of 862,06886,206 shares of our common stock for a total purchase price of $250,000. Dr. Trieu is the Chairman of the Board and Chief Operating Officer of LipoMedics.

Arrangements with Oncotelic

On July 17, 2017, we entered into a License Agreement with 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 technology with respect to TGF-Beta. Under the terms of the License Agreement, we could receive upOncotelic also agreed to $90 million in success-based milestones. In addition, if LipoMedics determines to pursue further development and commercialization of products under the License Agreement, LipoMedics agreed, in connection therewith, to purchase 49,019 shares of our common stock for an aggregate purchase price of $500,000,$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. Oncotelic has not completed the purchase price for each share of commonthe stock beingand we have not been able to reach a definitive agreement, as such we have terminated the greateragreement. Dr. Trieu is the principal stockholder and Chief Executive Officer of $0.29Oncotelic.

Arrangements with Autotelic BIO

On January 11, 2018, we entered into a binding agreement with Autotelic BIO (“ATB”) pursuant to which, among other things, and subject to the satisfaction of certain conditions on or the volume weighted average priceprior to January 15, 2019, we shall grant to ATB a perpetual exclusive right of development and marketing of our common stockIT-103 product candidate (the “Product”), at the currently approved dose/approved indications only for celecoxib (100 mg, 200mg and 400mg) for combined hypertension and arthritis only, with such right extending throughout the thirty (30) trading days immediately precedingentire world (excluding the United States and Canada, and the territories of such countries) (the “Territory”). The grant of the license would be memorialized in a definitive license agreement to be entered into between the parties following the satisfaction of the applicable conditions.

The conditions to the grant of the license include, without limitation, that prior to the Termination Date, ATB shall satisfy one of the following conditions: (i) ATB shall obtain funding in a certain specified amount to perform thirteen (13) weeks of repeated toxicity testing with rats and to obtain Investigational New Drug Application approval in the Republic of Korea (the “Fundraising”); (ii) ATB shall obtain a co-development and licensing deal with other third-party pharmaceutical companies with respect to the Product; and (iii) ATB shall obtain a government-sponsored research and development project in the Republic of Korea with respect to the Product. There can be no assurance that all or any of the foregoing conditions to the grant of the license will be satisfied on or prior to the Termination Date, or at all. Such failure will cause the term sheet agreement to expire, and will result in a definitive agreement with respect to the grant of the license not being entered into, in which event we will retain full rights to the Product and full responsibility for its development and commercialization.

The term sheet agreement provides that, following the date on which LipoMedics notifiesthe license is granted: (A) if ATB should sub-license the Product, we and ATB would share all proceeds of such sub-license equally; and (B) if ATB markets the Product on its own, ATB would provide us with a royalty equal to a percentage of net profits in the mid-single digits. The term sheet agreement also provides that it intendsATB will make a payment to pursue further development or commercializationus in the amount of $100,000 upon the successful completion of the Fundraising, and a licensed product. LipoMedics may terminatepayment to us in the License Agreementamount of $300,000 following the date on which we have transferred certain specified technology and provided certain assistance regarding the manufacturing and production of the Product. ATB will have the right to provide us with the Product at the price of Cost of Goods +30% in the event ATB can meet current good manufacturing practices, including obligations to obtain marketing approval in the United States, so long as ATB is able to meet our timeline as to production. Once we have initiated tech transfer for commercial production, if ATB is not providing us with Product, the term sheet provision under which if ATB markets the Product on its own, ATB would provide us with a royalty equal to a percentage of net profits in the mid-single digits, is null and void. We will be entitled to the clinical trial data and any enhancements and inventions developed by giving thirty (30) days’ prior written noticeATB during this process. ATB will have intellectual property rights and bear the cost of the Product worldwide, excluding the United States and Canada and their territories. We will have intellectual property rights and bear the cost of the Product in the United States and Canada and their territories. ATB is to us.conduct clinical trials in full gene therapy medicinal product / good clinical practice compliance with full consultation and approval of our company to be submissible to the U.S. FDA.

Autotelic LLC owns approximately 19% of the issued and outstanding shares of the common stock of ATB.

Transactions with Larn Hwang, Ph.D.

Dr. Hwang, who was appointed to serve as our former Chief Scientific Officer, in February 2017, also serves as the Chief Scientific Officer of Autotelic Inc., which entity owns 5,255,354owned approximately 5.9% of our issued and outstanding shares of our common stock which it acquired pursuant toimmediately following the Merger Agreement.completion of the Merger. Further, Marinawe and Autotelic Inc. are parties to the MSA described above under “Related Party Transactions – Transactions with Vuong Trieu, Ph.D. – Master Services Agreement dated November 15, 2016 that was entered into in connection with the Merger Agreement,Agreement”, and on April 4, 2017 we entered into athe Line Letter with Autotelic Inc. for an unsecured linedescribed above under “Related Party Transactions – Transactions with Vuong Trieu, Ph.D. – Line Letter with Autotelic Inc.” Dr. Hwang is also the Chief Scientific Officer of credit in an amount not to exceed $500,000, each ofOncotelic, Inc., with which isentity we entered into the License Agreement described above.above under “Related Party Transactions – Transactions with Vuong Trieu, P.D. – Arrangements with Oncotelic”.

Transactions with Mihir Munsif

Each of Mr. Munsif, who was appointed to serve as our former Chief Operating Officer, in February 2017, and Autotelic Inc., of which entity Mr. Munsif serves as Senior Vice President, owns 5,255,354owned approximately 5.9% of our issued and outstanding shares of our common stock which shares were acquired pursuant toimmediately following the Merger Agreement.completion of the Merger. In addition, Marinawe and Autotelic Inc. are parties to the MSA described above under “Related Party Transactions – Transactions with Vuong Trieu, Ph.D. – Master Services Agreement dated November 15, 2016 that was entered into in connection with the Merger Agreement,Agreement”, and on April 4, 2017 we entered into athe Line Letter with Autotelic Inc. for an unsecured line of credit in an amount not to exceed $500,000, each of which is described above.above under “Related Party Transactions – Transactions with Vuong Trieu, Ph.D. – Line Letter with Autotelic Inc.” In addition, on February 6, 2017, we entered into a License Agreement and a Stock Purchase Agreement with LipoMedics,Lipomedics, Inc., of which entity Mr. Munsif serves as Senior Vice President of Portfolio Management, which agreements areentered into the License Agreement and the Stock Purchase Agreement described above.above under “Related Party Transactions – Transactions with Vuong Trieu, Ph.D. – Arrangements with Lipomedics”.

Related Party Transactions Regarding IThenaPharma

IThenaPharma had entered into a Master Services Agreement (“MSA”) with a related party, Autotelic Inc., effective January 1, 2015. Prior to the Merger, Autotelic Inc. owned less than 10% of IThenaPharma. Pursuant to the MSA, Autotelic Inc. provided business functions and services to IThenaPharma, and in consideration for such functions and services, Autotelic Inc. charged IThenaPharma for expenses paid on its behalf. The MSA includesincluded 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 IThenaPharma.

As per the MSA, IThenaPharma paid Autotelic Inc. cash in an amount equal to the actual labor cost, plus warrants for shares of IThenaPharma’s common stock with a strike price equal to the fair market value of IThenaPharma’s common stock at the time said warrants are issued (calculated based on the Black-Scholes model).issued. IThenaPharma also paid Autotelic Inc. for the services provided by third party contractors plus a 20% mark up.

In accordance with the MSA, Autotelic Inc. billed IThenaPharma for personnel and service expenses Autotelic Inc. incurred on behalf of IThenaPharma. Personnel costs charged by Autotelic Inc. were $166,550 and $236,594 for the yearsyear ended on December 31, 2016 and 2015, respectively.2016.

For the yearsyear ended December 31, 2016, and 2015, Autotelic Inc. billed IThenaPharma a total of $344,563 and $332,866, respectively.$344,563. Of the total expenses billed by Autotelic Inc., for such year, $232,610 and $278,716 was paid in cash, $83,166 and $59,525 was recorded as due to related party, and IThenaPharma issued warrants for the remaining amount due of $47,791 and $36,470, respectively.$47,791.

In December 2015, IThenaPharma issued to Autotelic Inc. warrants to purchase up to 47,374, 40,132 and 30,214 warrants to Autotelic Inc. for shares of IThenaPharma common stock with a strike price at $2.76 per share, which represented a 100% markup of the personnel service from January 1 to March 31, 2015, April 1 to June 30, 2015, and July 1 to September 30, 2015, respectively. In February 2016, IThenaPharma issued 21,453 warrants to Autotelic Inc. forwarrants to purchase up to 21,453 shares of IThenaPharma common stock with a strike price at $2.76 per share, which represented a 100% markup of the personnel service from October 1 to December 31, 2015. As noted below, the warrants were cancelled as part of the acquisition by Autotelic Inc. from IThenaPharma of the technology asset (IT-101).

In July 2016, IThenaPharma 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 were to mature on June 30, 2018. As noted below, the notes were assumed by Autotelic Inc. on November 15, 2016 as part of its acquisition from IThenaPharma of the technology asset (IT-101).

On November 15, 2016, simultaneously with the Merger, Autotelic Inc. acquired a technology asset (IT-101) from IThenaPharma, and IThenaPharma’s investment of $479 in a foreign entity from IThenaPharma. In exchange for these assets, Autotelic Inc. agreed to cancel all of the warrants to purchase shares of IThenaPharma common stock that it held as a result of the MSA, it received all of IThenaPharma’s then cash balance as payment against the liabilities and it agreed to assume the remaining debts and liabilities of IThenaPharma, including accounts payable of $71,560, accrued expenses of $11,470, amounts due to related party of $5,375, other liabilities of $118,759, a convertible note payable of $50,000, and accrued interest payable of $567.

PROPOSAL NO. 2

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT

A REVERSE STOCK SPLIT AT THE DISCRETION OF THE BOARD OF DIRECTORS

We are seeking your approval of an amendment to our amended and restated certificate of incorporation to authorize our Board of Directors to effect a reverse stock split of our outstanding common stock in the range of one-for-two to one-for-ten,one-for-twenty, without further approval of our shareholders, upon a determination by our Board of Directors that such a reverse stock split is in the best interests of our company and our shareholders, at any time within two (2) years following the Annual Meeting. We currently anticipate that we will implement a reverse split, if this Proposal No. 2 is authorized by our stockholders, duringprior to the second or thirdend of our 2019 fiscal quarter of 2017.year.

Our common stock is presently listed on the OTCQB Tier of the OTC Markets. We believe that a reverse stock split may help facilitate a future listing of our common stock on a national securities exchange, such one of the various tiers of NASDAQ, although we cannot assure you that such a listing will ever occur.

In addition to potentially listing our common stock on a national securities exchange, we believe that it may be in our best interests to increase the per-share price of our common stock through a reverse stock split in order to enhance the desirability and marketability of our common stock to the financial community and to attract different investors in future financings and in regular market trading. Such considerations are particularly important to a company, such as ours, that anticipates engaging in equity financing transactions in the near future.

Many institutional investors have policies prohibiting them from holding lower-priced stocks in their own portfolios, which reduces the number of potential buyers of our common stock. In addition, analysts at many leading brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. A variety of brokerage house policies and practices also tend to discourage individual brokers within those firms from dealing in lower-priced stocks. Some of those policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that function to make the handling of lower-priced stocks unattractive to brokers from an economic standpoint. We believe that if the reverse stock split has the effect of increasing the trading price of our common stock, even if we do not list our common stock on a national securities exchange, the investment community may find our common stock to be more attractive, which could promote greater liquidity for our existing shareholders and could facilitate anticipated equity financing initiatives.

As a result of the foregoing considerations, the Board of Directors has determined that it may be in our best interest to effect a reverse stock split in the near future in an effort to increase the per-share price of our common stock and to create additional “headroom” for potential future equity financing transactions, if any. As such, we are asking our shareholders to approve an amendment to our amended and restated certificate of incorporation authorizing a reverse stock split in the range of one-for-two to one-for-tenone-for-twenty and granting the Board of Directors the discretion to effect the reverse stock split within this range at any time within two (2) years following the Annual Meeting, and at such ratio that it determines appropriate. Further discussion of the reasons for, and possible consequences of, the reverse stock split can be found below in the subsections titled “Reasons for the Reverse Stock Split” and “Possible Effects of the Reverse Stock Split.”

If this proposal is approved, the Board of Directors will have the authority, but not the obligation, in its sole discretion and without any further action on the part of the shareholders, to effect, at any time within two (2) years following the Annual Meeting that it believes to be most advantageous to us and to our shareholders, a reverse stock split in the range of one-for-two to one-for-ten.one-for-twenty.

This proposal would give the Board the authority to implement one, but not more than one, reverse stock split. A reverse stock split would be effected by the filing of an amendment to our amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The Board of Directors will have the ability to decline to file the amendment to our amended and restated certificate of incorporation without further shareholder action if it subsequently determines that a reverse stock split is no longer in our best interest.

If the reverse stock split is effected by the Board of Directors, the number of shares of common stock owned by each shareholder will be reduced by the same proportion as the reduction in the total number of shares of common stock outstanding, so that the percentage of the outstanding common stock owned by each shareholder after the reverse stock split will remain approximately the same as the percentage owned before the reverse stock split. The proportions may not be exactly the same due to the treatment of fractional shares that may result from the reverse stock split. The proposed reverse stock split will reduce the number of shares of outstanding common stock; however, it will not have the effect of reducing the number of shares of authorized common stock. Therefore: (i) assuming we effected a one-for-two reverse stock split on the Record Date for this Annual Meeting, following such reverse stock split we would continue to have 180 million shares of authorized common stock but there would only be approximately (x) 48.6 million5,620,842 shares of common stock issued and outstanding and (y) 67.1 million45,480,164 shares of common stock issued and outstanding on a fully diluted basis after giving effect to the exercise of all outstanding options and warrants and the conversion of all outstanding shares of preferred stock; and (ii) assuming we effected a one-for-tenone-for-twenty reverse stock split on the Record Date for this Annual Meeting, following such reverse stock split we would continue to have 180 million shares of authorized common stock but there would only be approximately (A) 9.7 million562,084 shares of common stock issued and outstanding and (B) and 13.4 million4,548,017 shares of common stock issued and outstanding on a fully diluted basis after giving effect to the exercise of all outstanding options and warrants and the conversion of all outstanding shares of preferred stock. As a result of these factors, the reverse stock split would in effect create “headroom” in the form of more available authorized but unissued shares of common stock. Assuming passage of this Proposal No. 2, we anticipate that we will utilize such additional “headroom” for the issuance of common stock upon the exercise and/or conversion of outstanding options, warrants and preferred stock, and convertible notes, in connection with the granting of future awards under our equity incentive plans, and in connection with potential future equity financing transactions, if any. As of the date of this proxy statement, we do not have any plans, agreements, arrangements or understandings, whether written or oral, relating to the issuance of the additional authorized shares of our common stock that will become available as a result of the reverse split in any equity financing transactions.

Any reverse stock split that we implement following approval of this Proposal No. 2 will not affect any shareholder’s individual proportionate voting power, except to a minor extent due to the handling of fractional shares.

We have granted equity awards to our employees as authorized by our equity incentive plans. The terms of each of the foregoing plans provide for appropriate adjustment in the number and class of shares reserved for granting of awards and in the number, class and prices of shares covered by the awards granted pursuant to such plans but not yet exercised. If the reverse split is implemented, the Board of Directors or the applicable plan administrator will take the above-mentioned appropriate action(s). We will also make appropriate adjustments to any outstanding stock options granted outside of the aforementioned plans to reflect the reverse stock split. In addition, our outstanding warrants to purchase shares of common stock contain appropriate adjustments to the exercise price of such warrants and the number of shares of common stock issuable upon exercise thereof to reflect the reverse stock split. Further, the terms of our outstanding shares of preferred stock contain appropriate adjustments to the conversion price of such shares of preferred stock and the number of shares of common stock issuable upon conversion thereof to reflect the reverse stock split.

As our common stock is registered under the Exchange Act, we are subject to the reporting and other requirements of the Exchange Act. The reverse split, if implemented, will not affect the registration of our common stock under the Exchange Act or our reporting or other requirements thereunder.

Reasons for the Reverse Stock Split

Facilitating the future listing of our common stock on a national securities exchange, of which there can be no assurance, and creating additional “headroom” for potential future equity financing transactions, if any, and other corporate purposes, are the primary reasons for the reverse stock split. As noted above, as of the date of this proxy statement, we do not have any plans, agreements, arrangements or understandings, whether written or oral, relating to the issuance of the additional authorized shares of our common stock that will become available as a result of the reverse split in any equity financing transactions.

In addition, we believe that it may be advantageous to increase the per-share price of our stock through a reverse stock split to appeal to a broader range of investors in potential future financing transactions. A reverse stock split would result in a recapitalization intended to increase the per share value of our common stock. However, even if we effect the reverse stock split, there can be no assurance of either an immediate or a sustainable increase in the per share trading price of our common stock.

Our Board of Directors believes that a reverse stock split would also be beneficial for the following reasons:

Text of the Proposed Amendment

If the Board determines to effect the reverse stock split following the approval of the proposal by our shareholders, we propose to amend our amended and restated certificate of incorporation by adding a paragraph to Article FOURTH, paragraph (a), substantially as follows:

“Effective at __:__ EDT on _______, 20__ (the “Effective Time”), every (  ) shares of the Common Stock of the Corporation issued and outstanding will be exchanged and combined, automatically, without further action, into one (1) share of the Common Stock of the Corporation. At the Effective Time, there shall be no change in the number of authorized shares of Common Stock, including the number authorized for each class of shares, which the Corporation shall have the authority to issue. Any fraction of a share of Common Stock that would otherwise have resulted from the foregoing combination shall be converted intorounded up to the right to receive a cash payment from the Corporation for such fractional shares. The cash payment from the Corporation will be determined by multiplying (x) the fractional amount of thenearest whole share of Common Stock by (y) $____.Stock.”

Possible Effects of the Reverse Stock Split

Once the reverse stock split is implemented, our common shareholders will own a fewer number of shares than they currently own. Although the Board expects that the reduction in outstanding shares of common stock will result in an increase in the per share price of our common stock, there is no assurance that such a result will occur. Similarly, there is no assurance that the reverse stock split will result in a permanent increase in the per share price, which can be dependent on several factors.

Should the per share price of our common stock decline upon implementation of the reverse stock split, the percentage decline may be greater than would occur in the absence of the reverse split.

The anticipated resulting increase in per-share price of our common stock is expected to encourage interest in our common stock and possibly promote greater liquidity for our shareholders and expand our equity financing opportunities. However, such liquidity could also be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

The reverse stock split could be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. It is often the case that the reverse-split adjusted stock price and market capitalization of companies that effect a reverse stock split decline, which has occurred with respect to our common stock in connection with prior reverse stock splits that we have implemented.

The number of shares held by each individual shareholder will be reduced if the reverse stock split is implemented. This will increase the number of shareholders who hold less than a “round lot,” or 100 shares. Typically, the transaction costs to shareholders selling “odd lots” are higher on a per share basis. Consequently, the reverse stock split could increase the transaction costs to existing shareholders in the event they wish to sell all or a portion of their shares.

Procedures for Effecting the Reverse Stock Split and Filing an Amendment to Our Amended and Restated Certificate of Incorporation

If our shareholders approve the reverse stock split and our Board of Directors subsequently determines that it is in our best interests to effect a reverse stock split, the amendment to our amended and restated certificate of incorporation will become effective upon the filing of anat such time as is set forth in such amendment to our amended and restated certificate of incorporationincorporation. The actual timing of any such filing with the Secretary of State of the State of Delaware. The actual timing of any such filingDelaware will be made by the Board at such time as the Board believes to be most advantageous to us and to our shareholders within two (2) years following the Annual Meeting.

Payment forTreatment of Fractional Shares

No fractional shares of common stock would be issued as a result of the reverse stock split, if any. Instead, each shareholderany fraction of a share of common stock that would otherwise entitled to a fractional shareresult from the reverse stock split would be entitled, upon surrenderrounded up to the nearest whole share of the applicable stock certificate(s), to receive a cash payment (without interest) in lieu of such fractional share.common stock.

Exchange of Pre-Reverse Stock Split Shares with Post-Reverse Stock Split Shares

If we implement a reverse stock split, our transfer agent will act as our exchange agent to act for holders of common stock in implementing the exchange of their pre-reverse stock split shares for post-reverse stock split shares.

Registered Book Entry Shareholder. Holders of common stock holding all of their shares electronically in book-entry form with our transfer agent do not need to take any action (the exchange will be automatic) to receive post-reverse stock split shares or cash payment in lieu of any fractional share interest (as described above under “Payment for Fractional Shares”), if applicable.shares.

Registered Certificated Shareholder. Some of our shareholders hold their shares in certificate form or a combination of certificate and book-entry form. If any of your shares are held in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the effective date of the reverse stock split. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your pre-reverse stock split shares to the transfer agent. Upon receipt of your pre-reverse stock split certificate(s), you will be issued the appropriate number of shares electronically in book-entry form under the Direct Registration System (“DRS”), and if you are entitled to a payment in lieu of any fractional share interest, payment will be made as described above under “Payment for Fractional Shares.”. No new shares in book-entry form will be issued and no payment in lieu of any fractional share interest will be made to you until you surrender your outstanding pre-reverse stock split certificate(s), together with the properly completed and executed letter of transmittal, to the transfer agent. At any time after receipt of your DRS statement, you may request a stock certificate representing your ownership interest.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.

Accounting Adjustments

We anticipate that adjustments to our financial statements to reflect the reverse stock split, if any, will be minimal. Our stockholders’ equity, in the aggregate, will remain unchanged. Our historical earnings per share data would also be restated to reflect the reverse stock split.

Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following summary of thecertain U.S. federal income tax consequences of a reverse stock split, if any, is for general information only, and it is not intended to be, nor should it be construed to be, legal or tax advice to any particular shareholder. TheUnless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder. In addition, this summary does not address shareholdersU.S. holders subject to special rules, such as persons who acquired shares of our common stock in compensatory transactions, certain financial institutions, tax-exempt entities, regulated investment companies, insurance companies, partnerships or other pass-through entities, persons who are not U.S. citizens or taxed as U.S. resident aliens, persons subject to the alternative minimum tax, traders in securities that elect to use a mark-to-market method of accounting, individual retirement accounts or tax-deferred accounts, dealers in securities or currencies, persons holding sharescommon stock in connection with a hedging transaction, “straddle,” conversion transaction or a synthetic security or other integrated transaction, and shareholdersU.S. holders whose “functional currency” is not the U.S. dollar. The following summary also assumes that shares of our common stock both before and after the reverse stock split are held as a “capital asset” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), which is generally property held for investment. This summary is based on current law, including the Code, administrative pronouncements, judicial decisions, existing and proposed Treasury Regulations, and interpretations of the foregoing, all as of the Record Date. All of the foregoing authorities are subject to change (possibly with retroactive effect) and any such change may result in U.S. federal income tax consequences to a stockholderU.S. holder that are materially different from those described below. This summary does not address non-income tax considerations or tax considerations under state, local, foreign and other laws.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of a reverse stock split.

U.S. Federal Income Tax Consequences to the Company. No gain or loss will be recognized by us as a result of a reverse stock split.

Federal Income Tax Consequences to the Shareholders.U.S. Holders. The reverse stock split is intended to constitute a reorganization within the meaning of section 368 of the Code.recapitalization for U.S. federal income tax purposes. Provided the reverse stock split does qualify as a reorganization,recapitalization, a shareholderU.S. holder generally will not recognize gain or loss for U.S. federal income tax purposes on the reverse stock split (except with respect to any cash received in lieu of a fractional share as described below).split. The aggregate adjustedtax basis of the post-reverse stock split shares will be the same asequal to the aggregate adjustedtax basis of the pre-reverse stock split shares exchanged therefore, (excluding any portion of the shareholder’s basis allocated to fractional share interests), and the holding period(s)period of the post-reverse stock split shares received will include the shareholder’s respectiveU.S. holder’s holding period(s)period for the pre-reverse stock split shares exchanged.

Because the cash payment for fractional share interests represents a mere mechanical rounding off incident to the reverse stock split, a shareholder who receives cash for fractional shares should generally recognize gain or loss, as the case may be, for U.S. federal income tax purposes measured by the difference between the amount of cash received and the tax basis of such shareholder’s pre-reverse stock split shares corresponding to the fractional share interest. Such gain or loss will be capital gain or loss, and any such capital gain or loss will generally be long-term capital gain or loss to the extent such shareholder’s holding period exceeds 12 months. The deductibility of capital losses may be subject to certain limitations.

Backup Withholding. A non-corporate shareholder may be subject to backup withholding at a 28% rate on cash payments received pursuant to the reverse stock split unless such shareholder provides a correct taxpayer identification number to his or her broker or to us and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional U.S. federal income tax. Rather, any amount withheld under these rules will be creditable against the shareholder’s U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service.

Our view regarding the tax consequences of the reverse stock split is not binding on the Internal Revenue Service or the courts. ACCORDINGLY, EACH SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF A REVERSE STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND/OR FOREIGN INCOME TAX AND OTHER LAWS.

Vote Required and Board of Directors’ Recommendation

Assuming a quorum is present, the affirmative vote of a majority of the votes entitled to be cast by holders of our common stock, either in person or by proxy, is required for approval of Proposal No. 2. For purposes of approval of Proposal No. 2, abstentions and broker non-votes will have the same effect as a vote against this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” PROPOSAL NO. 2.

PROPOSAL NO. 3

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APPROVAL OF AN AMENDMENT TOTHE ADOPTION OF OUR 20142018 LONG-TERM INCENTIVE PLAN TO INCREASE

THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 5,000,000 TO 10,000,000

OurOn July 10, 2018, our Board of Directors unanimously adopted,approved the adoption, subject to stockholder approval at the Annual Meeting, an amendment toof the Marina Biotech, Inc. 2018 Long-Term Incentive Plan (the “2018 Plan”). As part of this process, our Board of Directors reviewed the number of shares available under the Marina Biotech, Inc. 2014 Long-Term Incentive Plan (the “2014 Plan”) to increase the number of shares of common stock authorized for issuance thereunder from 5,000,000 shares to 10,000,000 shares (without giving effect to the proposed reverse split). As part of this process, the Board of Directors reviewed the number of shares available under the 2014 Plan,, and determined that the approximately 2.6 million180,000 shares available for grant thereunder represented an insufficient number of shares to enable us to provide sufficient future grants of stock options or other stock awards, as we seek to expand our business operations followingoperations. The Board also noted that we had agreed to grant options to purchase up to 1,500,000 shares of our common stock to Robert C. Moscato, Jr., our Chief Executive Officer, pursuant to that certain Employment Agreement dated June 18, 2018 that we entered into with Mr. Moscato, that we had agreed to grant options to purchase up to 1,000,000 shares of our common stock to Uli Hacksell, Ph.D., the November 2016 mergerChairman of our Board of Directors, in connection with IThenaPharma. the appointment of Dr. Hacksell as the Chairman of our Board of Directors, and that we had agreed to grant options to purchase up to 1,125,000 shares of our common stock to Erik Emerson, our Chief Commercial Officer and a member of our Board of Directors, all of which options were granted to Messrs. Moscato, Hacksell and Emerson under the 2018 Plan on July 10, 2018. Further, our Board of Directors noted that our 2008 Stock Incentive Plan expired during the second quarter of 2018, and thus that grants could no longer be made thereunder.

As a result, we believeour Board of Directors believes that the amendmentadoption of the 2018 Plan is necessary and in the best interests of our company and its long-term strategic growth to permit us to continue to attract, retain and motivate officers, employees, non-employee directors and consultants.

Assuming approvalPotentially all of this Proposal No. 3,our employees, officers, directors and consultants will be eligible to participate in the 2018 Plan. Because participation in, and the types of awards that may be made under, the 2018 Plan are subject to the discretion of the Compensation Committee (or the Board, as applicable), we cannot determine the dollar value or number of shares of common stock available underthat will in the 2014 Plan would representfuture be received by or allocated to any participant or groups of participants, including our directors, executive officers and other employees. As of August 30, 2018, there were approximately 10.3%three executive officers and approximately five non-employee directors of our company who will be eligible to participate in the 2018 Plan. During the 2017 fiscal year, we granted options to purchase up to an aggregate of 148,200 shares of common stock outstanding onto our executive officers as a group (including options granted to Vuong Trieu, our former Executive Chairman and Interim Chief Executive Officer), and granted 70,000 restricted shares of common stock to our executive officers as a group. During the Record Date, or approximately 7.6% assuming the conversion in full2017 fiscal year we also granted options to purchase up to an aggregate of all509,657 shares of common stock to our non-employee directors as a group (excluding any options granted to Dr. Trieu, which are described above), and options to purchase up to 4,000 shares of our outstanding sharescommon stock to our employees (other than our executive officers) as a group.

The following is a brief description of convertible preferred stockthe 2018 Plan. The full text of the 2018 Plan is attached as Annex A to this Proxy Statement, and exercisethe following description is qualified in fullits entirety by reference thereto. We urge you to read the 2018 Plan document carefully for a complete statement of all of our outstanding options and warrants as of such date.the provisions summarized herein.

Purpose

The purpose of the 20142018 Plan is to further and promote the interests of our company, its subsidiaries and its stockholders by enabling our company and its subsidiaries to attract, retain and motivate employees, directors and consultants or those who will become employees, directors or consultants of the company and/or its subsidiaries, and to align the interests of those individuals and our stockholders. To do this, the 20142018 Plan offers performance-based incentive awards and equity-based opportunities providing employees, directors and consultants with a proprietary interest in maximizing the growth, profitability and overall success of our company and/or its subsidiaries.

Number of Shares

Potentially all

The maximum number of shares of our employees, officers and directors are eligiblecommon stock as to participate in the 2014 Plan. Because participation in, and the types ofwhich awards that may be madegranted under the 20142018 Plan aremay not exceed six million (6,000,000) shares, which amount is subject to proportional adjustment as determined by our Board to reflect certain stock changes, such as stock dividends and stock splits (see “Recapitalization Adjustments” below).

If any awards under the discretion2018 Plan expire or terminate unexercised, the shares of common stock allocable to the Compensation Committee (orunexercised or terminated portion of such award shall again be available for award under the Board, as applicable), we cannot determine2018 Plan.

Assuming approval of this Proposal No. 3, the dollar value or number of shares of common stock that will inavailable under the future be received by or allocated to any participant or groups2018 Plan would represent approximately 53.4% of participants, including our directors, executive officers and other employees. As of April 7, 2017, there were three executive officers and four non-employee directors of our company who were eligible to participate in the 2014 Plan. During the 2016 fiscal year, we granted options to purchase up to an aggregate of 35,000 shares of common stock to our Named Executive Officers as a group (excluding options granted to Mr. Ramellioutstanding on the Record Date, or approximately 6.6% assuming the conversion in January 2016 in his capacity as a non-employee director),full of all of which were granted to Mr. Ramelli. During the 2016 fiscal year we also granted options to purchase up to an aggregateour outstanding shares of 257,000 shares to our non-employee directors as a group,convertible preferred stock and zero options to our employees (other than executive officers) as a group. Asexercise in full of April 17, 2017, the closing priceall of our common stock on the OTCQB Tieroutstanding options and warrants as of the OTC Markers was $0.34 per share.

The following is a brief description of the 2014 Plan. The full text of the 2014 Plan is attached as Annex A to the Proxy Statement for Marina Biotech’s 2014 Annual Meeting of Stockholders held on September 15, 2014, and the following description is qualified in its entirety by reference thereto. We urge you to read the 2014 Plan document carefully for a complete statement of the provisions summarized herein.

It is the judgment of the Board of Directors that approval of the amendment to the 2014 Plan to increase the number of shares available for issuance thereunder from 5,000,000 shares to 10,000,000 shares is in the best interests of our company and our stockholders.such date.

Administration

The administration, interpretation and operation of the 20142018 Plan is vested in a committee appointed by our Board (the “Committee”). The Committee may designate persons other than members of the Committee to carry out the day-to-day administration of the 20142018 Plan. In addition, the Committee may, in its sole discretion, delegate day-to-day ministerial administration to persons other than members of the Committee, except that the Committee shall not delegate its authority with regard to selection for participation in the 20142018 Plan and/or the granting of any Awards to Participants. In the event that our Board has not appointed the Committee, then our Board shall have all the powers of the Committee under the 20142018 Plan.

Eligibility

Employees, directors and consultants, or those who will become employees, directors and/or consultants of our company and/or its subsidiaries are eligible to receive awards under the 20142018 Plan. Awards under the 20142018 Plan will be made by the Committee. No determination has been made as to future awards which may be granted under the 20142018 Plan, although it is anticipated that recipients of awards will include the current executive officers and directors of our company.

Awards Under the 20142018 Plan

Introduction. Awards under the 20142018 Plan may consist of stock options, stock appreciation rights (“SARs”), restricted shares or performance unit awards, each of which is described below. All awards will be evidenced by an award agreement between us and the individual participant and approved by the Committee. In the discretion of the Committee, an eligible employee, director or consultant may receive awards from one or more of the categories described below, and more than one award may be granted to an eligible employee, director or consultant.

Stock Options and Stock Appreciation Rights. A stock option is an award that entitles a participant to purchase shares of common stock at a price fixed at the time the option is granted. Stock options granted under the 20142018 Plan may be in the form of incentive stock options (which qualify for special tax treatment) or non-qualified stock options, and may be granted alone or in addition to other awards under the 20142018 Plan. Non-qualified stock options may be granted alone or in tandem with SARs.

AnA SAR entitles a participant to receive, upon exercise, an amount equal to (a) the excess of (i) the fair market value on the exercise date of a share of common stock, over (ii) the fair market value of a share of common stock on the date the SAR was granted, multiplied by (b) the number of shares of common stock for which the SAR has been exercised.

The exercise price and other terms and conditions of stock options and the terms and conditions of SARs will be determined by the Committee at the time of grant, provided, however, that the exercise price per share may not be less than 100 percent of the fair market value of a share of common stock on the date of the grant. In addition, the term of any incentive stock options granted under the 20142018 Plan may not exceed ten years. An option or SAR grant under the 20142018 Plan does not provide an optionee any rights as a stockholder and such rights will accrue only as to shares actually purchased through the exercise of an option or the settlement of an SAR.

If stock options and SARs are granted together in tandem, the exercise of such stock option or the related SAR will result in the cancellation of the related stock option or SAR to the extent of the number of shares in respect of which such option or SAR has been exercised.

Stock options and SARs granted under the 20142018 Plan shall become exercisable at such time as designated by the Committee at the time of grant.

Payment for shares issuable pursuant to the exercise of a stock option (and applicable tax withholding) may be made either in cash, by certified check, bank draft, or money order, or, by delivery of shares satisfying such requirements as the Committee shall establish, or through such other mechanism as the Committee shall permit in its sole discretion.

In addition, the Committee, in its sole discretion, may provide in any stock option or SAR award agreement that the recipient of the stock option or SAR will be entitled to dividend equivalents with respect to such award. In such instance, in respect of any such award which is outstanding on a dividend record date for common stock, the participant would be entitled to an amount equal to the amount of cash or stock dividends that would have paid on the shares of common stock covered by such stock option or SAR award had such shares of common stock been outstanding on the dividend record date.

Restricted Share Awards. Restricted share awards are grants of common stock made to a participant subject to conditions established by the Committee in the relevant award agreement on the date of grant. The restricted shares only become unrestricted in accordance with the conditions and vesting schedule, if any, provided in the relevant award agreement. A participant may not sell or otherwise dispose of restricted shares until the conditions imposed by the Committee with respect to such shares have been satisfied. Restricted share awards under the 20142018 Plan may be granted alone or in addition to any other awards under the 20142018 Plan. Restricted shares which vest will be reissued as unrestricted shares of common stock.

Each participant who receives a grant of restricted shares will have the right to receive all dividends and vote or execute proxies for such shares. Any stock dividends granted with respect to such restricted shares will be treated as additional restricted shares.

Performance Units. Performance units (with each unit representing a monetary amount designated in advance by the Committee) are awards which may be granted to participants alone or in addition to any other awards under the 20142018 Plan. Participants receiving performance unit grants will only earn such units if our company and/or the participant achieve certain performance goals during a designated performance period. The Committee will establish such performance goals and may use measures such as total stockholder return, return on equity, net earnings growth, sales or revenue growth, comparison to peer companies, individual or aggregate participant performance or such other measures the Committee deems appropriate. The participant may forfeit such units in the event the performance goals are not met. If all or a portion of a performance unit is earned, payment of the designated value thereof will be made in cash, in unrestricted common stock or in restricted shares or in any combination thereof, as provided in the relevant award agreement.

Recapitalization Adjustments. In the event that our Board determines that any dividend or other distribution (whether in the form of cash, common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of our company, or other corporate transaction or event affects the common stock such that an adjustment is determined by our Board, in its sole discretion, to be necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the 20142018 Plan, our Board may, in any manner that it in good faith deems equitable, adjust any or all of (i) the number of shares of common stock or other securities of our company (or number and kind of other securities or property) with respect to which awards may be granted, (ii) the number of shares of common stock or other securities of our company (or number and kind of other securities or property) subject to outstanding awards, and (iii) the exercise price with respect to any stock option, or make provision for an immediate cash payment to the holder of an outstanding award in consideration for the cancellation of such award.

Mergers. If our company enters into or is involved in any merger, reorganization, recapitalization, sale of all or substantially all of its assets, liquidation, or business combination with any person or entity (a “Merger Event”), our Board may, prior to such Merger Event and effective upon such Merger Event, take any action that it deems appropriate, including, replacing such stock options with substitute stock options and/or SARs in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected stock options or SARs granted under the 20142018 Plan as of the date of the consummation of the Merger Event. If any Merger Event occurs, our company has the right, but not the obligation, to cancel each participant’s stock options and/or SARs and to pay to each affected participant in connection with the cancellation of such stock options and/or SARs, an amount equal to the excess of the fair market value, as determined by our Board, of the common stock underlying any unexercised stock options or SARs (whether then exercisable or not) over the aggregate exercise price of such unexercised stock options and/or SARs. Upon receipt by any affected participant of any such substitute stock options, SARs (or payment) as a result of any such Merger Event, such participant’s affected stock options and/or SARs for which such substitute options and/or SARs (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected participant.

Amendment, Suspension or Termination of the 20142018 Plan

Unless earlier terminated by our Board, the 20142018 Plan shall terminate on December 31, 2023.July 10, 2028. Our Board may amend, suspend or terminate the 20142018 Plan (or any portion thereof) at any time. However, no amendment shall (a) materially adversely affect the rights of any participant under any outstanding award, without the consent of such participant, or (b) make any change that would disqualify the 2014 Plan from the benefits provided under SectionsSection 422 and 162(m) of the Internal Revenue Code of 1986 (the “Code”), or (c) increase the number of shares available for awards under the 20142018 Plan without stockholder approval; provided, however, that our Board and/or Committee may amend the 20142018 Plan, without the consent of any participants, in any way it deems appropriate to satisfy Code Section 409A and any regulations or other authority promulgated thereunder, including any amendment to the 20142018 Plan to cause certain Awards not to be subject to Code Section 409A.

Certain Federal Income Tax Consequences of the 20142018 Plan

The following is a brief and general summary of some United Statescertain U.S. federal income tax consequences applicable to the 20142018 Plan. The summary does not reflect any provisions of the income tax laws of any state, local or foreign taxing jurisdiction.jurisdiction and does not attempt to describe other non-income tax consequences of participation in the 2018 Plan. Because the tax consequences of events and transactions under the 20142018 Plan depend upon various factors, including an individual’s own tax status, each participant who receives an award under the 20142018 Plan should consult a tax advisor.

Incentive Stock Options. Stock options granted under the 20142018 Plan may be incentive stock options (within the meaning of Section 422 of the Code) or non-qualified stock options. Upon the grant of an incentive stock option, the optionee will not recognize any income. Generally, no income is recognized by the optionee upon the exercise of an incentive stock option. TheHowever, the optionee must increase his or her alternative minimum taxable income for the taxable year in which he or she exercised the incentive stock option by the amount that would have been ordinary income had the option not been an incentive stock option.

Upon the subsequent disposition of sharescommon stock acquired upon the exercise of an incentive stock option, the federal income tax consequences will depend upon when the disposition occurs and the type of disposition. If the shares arecommon stock is disposed of by the optionee after the later to occur of (i) the end of the two year period beginning the day after the day the incentive stock option is awarded to the optionee, or (ii) the end of the one-year period beginning on the day after the day the shares are issued to the optioneedate of exercise (the later of (i) or (ii) being the “ISO Holding Period”), any gain or loss realized upon such disposition will be long-term capital gain or loss, and our company (or a subsidiary) will not be entitled to any income tax deduction in respect of the option or its exercise. For purposes of determining the amount of such gain or loss, the optionee’s tax basis in the shares will be the option price.

Generally, ifFor the shares are disposedexercise of an option to qualify for the foregoing tax treatment, the grant must be made by the optionee inemployee’s employer or a taxable disposition within (i) the two year period beginning on the day after the day the option was awarded to the optionee,parent or (ii) the one-year period beginning on the day after the day the shares are issued to the optionee, the excess, if any,subsidiary of the amount realized (up to the fair market value of the shares on the exercise date) over the option price will be compensation taxable to the optionee as ordinary income, and our company generally will be entitled to a deduction (subject to the provisions of Section 162(m) of the Code discussed below under the caption “Limits on Deductions”) equal to the amount of ordinary income realized by the optionee. Any amount realized upon such a disposition by the optionee in excess of the fair market value of the shares on the exercise date will be capital gain.

employer. If an optionee has not remained an employee of our company (or a subsidiary) during the period beginning with the grant of an incentive stock option and ending on the day three months (one year if the optionee becomes disabled) before the date the option is exercised, (other than in the case of the optionee’s death), the exercise of such option will be treated as the exercise of a non-qualified stock option with the tax consequences described below.

If the optionee sells or otherwise disposes of the common stock acquired without satisfying the ISO Holding Period (known as a “disqualifying disposition”), the optionee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. The employer will generally be allowed a compensation expense deduction to the extent that the optionee recognizes ordinary income, except to the extent the limits of Section 162(m) of the Code apply.

Non-Qualified Stock Options. In general, upon the grant of a non-qualified stock option, an optionee will not recognize any income. At the time a nonqualified option is exercised, the optionee will recognize compensation taxable as ordinary income and our company generally will be entitled to a deduction (subject to the provisions of Section 162(m) of the Code discussed below under the caption “Limits on Deductions”), in an amount equal to the difference between the fair market value of the common stock on the exercise date of the shares acquired pursuant to such exercise and the optionexercise price. Upon a subsequent disposition of the shares,common stock acquired pursuant to the exercise of a non-qualified stock option, the optionee will recognize long- or short-term capital gain or loss, depending uponmeasured by the holding perioddifference between the amount realized on the disposition and the tax basis of the shares. For purposes of determining the amount of such gain or loss, thecommon stock. The optionee’s tax basis in the sharescommon stock generally will be the fair market value of such shares on the exercise date.

Effect of Share-for-Share Exercise. If an optionee elects to tender shares of common stock in partial or full payment of the option price for shares to be acquired through the exercise of an option, The employer will generally the optionee will not recognize any gain or loss on such tendered shares. However, if the shares tendered in connection with any share-for-share exercise were previously acquired upon the exercise of an incentive stock option, and such share-for-share exercise occurs during the ISO Holding Period for such shares, then there will be a taxable disposition of the tendered shares with the tax consequences described above for the taxable dispositions during the ISO Holding Period of the shares acquired upon the exercise of an incentive stock option.

If the optionee tenders shares upon the exercise of a nonqualified option, the optionee will recognize compensation taxable as ordinary income and our company generally will be entitled to a compensation expense deduction (subjectin the same amount and generally at the same time as the optionee recognizes ordinary income, except to the provisionsextent the limits of Section 162(m) of the Code discussed belowapply.

Stock Appreciation Rights. There are no immediate tax consequences of receiving an award of stock appreciation rights under the caption “Limits on Deductions”)2018 Plan. Upon exercising a stock appreciation right, a participant will recognize ordinary income in an amount equal only to the difference between the exercise price and the fair market value of the numbercommon stock on the date of shares received byexercise. The employer will generally be entitled to a compensation expense deduction in the optionee upon exercise which is in excesssame amount and generally at the same time as the participant recognizes ordinary income, except to the extent the limits of Section 162(m) of the number of tendered shares, less any cash paid by the optionee.Code apply.

Restricted Shares. A participant will not recognize any income upon the award of restricted shares unless the participant makes an election under Section 83(b) of the Code in respect of such grant, as described below. Unless a participant has made an election under Section 83(b) of the Code in respect of any restricted shares, any dividends received by the participant with respect to restricted shares prior to the date the participant recognizes income with respect to such award (as described below) must be treated by the participant as compensation taxable as ordinary income, and our company will be entitled to a deduction(subject tothe limits of Section 162(m) of the Code), in an amount equal to the amount of ordinary income recognized by the participant. After the terms and conditions applicable to the restricted shares are satisfied, or if the participant has made an election under Section 83(b) of the Code in respect of the restricted shares, any dividends received by the participant in respect of such award will be treated as a dividend taxable as ordinary income, and our company will not be entitled to a deduction in respect of any such dividend payment.

Unless the participant has made an election under Section 83(b) of the Code (as described below), at the time the terms and conditions applicable to the restricted shares are satisfied, a participant will recognize compensation taxable as ordinary income, and our company generally will be entitled to a deduction (subject to the limits of Section 162(m) of the Code), in an amount equal to the then fair market value of the shares of common stock for which the terms and conditions applicable to the restricted share award have been satisfied. The participant’s tax basis for any such shares of common stock would be the fair market value on the date such terms and conditions are satisfied.

A participant may irrevocably elect under Section 83(b) of the Code to recognize compensation taxable as ordinary income, and our company will be entitled to a corresponding deduction (subject to the limits of Section 162(m) of the Code), in an amount equal to the fair market value of such restricted shares (determined without regard to any restrictions thereon) on the date of grant. Such an election must be made by the participant not later than thirty (30) days after the date of grant. If such an election is made, no income would be recognized by the participant (and our company will not be entitled to a corresponding deduction) at the time the applicable terms and conditions are satisfied. The participant’s tax basis for the restricted shares received and for any shares of common stock subsequently held in respect thereof would be the fair market value of the restricted shares (determined without regard to any restrictions thereon) on the date of grant. If a participant makes such an election and subsequently all or part of the award is forfeited, the participant will not be entitled to a deduction as a result of such forfeiture.

The holding period for capital gain or loss purposes in respect of the common stock underlying an award of restricted shares shall commence when the terms and conditions applicable to the restricted shares are satisfied, unless the participant makes a timely election under Section 83(b) of the Code. In such case, the holding period will commence immediately after the grant of such restricted shares.

Performance Units. A participant generally will not recognize any income upon the award of a performance unit. If the performance goals applicable to the performance unit are achieved during the applicable performance period and such performance units are earned, a participant normally will recognize compensation taxable as ordinary income equal to the cash received and/or the fair market value of any substantially vested common stock received when he or she receives payment with respect to such performance unit, and at such time the company will be entitled to a deduction equal to the amount of cash or the then fair market value of unrestricted common stock receivedordinary income recognized by the participant in paymenton the determination date, except to the extent the limits of Section 162(m) of the performance units.Code apply. The participant’s tax basis for any such shares of common stock would be the fair market value on the date such unrestricted shares are transferred to the participant. If all or a portion of the performance units are paid in restricted shares, see “Restricted Shares” above for a discussion of the applicable tax treatment.

Limits on Deductions. Under Section 162(m) of the Code, the amount of compensation paid to our chief executive officer and our four other most highly paid executive officers in the year for which a deduction is claimed by our company (including its subsidiaries) is limited to $1,000,000 per person in any year, except that qualified performance-based compensation will be excluded for purposes of calculating the amount of compensation subject to this $1,000,000 limitation. Our ability to claim a deduction for compensation paid to any other executive officer or employee of our company (including its subsidiaries) is not affected by this provision.

We have structured the 2014 Plan so that we may claim a deduction in connection with (i) the exercise of non-qualified stock options and/or SARs, (ii) the disposition during the ISO Holding Period by an optionee of shares acquired upon the exercise of incentive stock options, and (iii) the payment of any performance units, provided that, in each case, the requirements imposed on qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder are satisfied with respect to such awards. Restricted share awards under the 2014 Plan that vest solely upon the passage of time will not be qualified performance-based compensation under Section 162(m) of the Code. Any deduction we may claim upon the lapse of any restrictions on such restricted share awards will be subject to the limitations on deductibility under Section 162(m).

Additional Information. The recognition by an employee of compensation income with respect to a grant or an award under the 20142018 Plan will be subject to withholding for federal income and employment tax purposes. If an employee, to the extent permitted by the terms of a grant or award under the 20142018 Plan, uses shares of common stock to satisfy the federal income and employment tax withholding obligation, or any similar withholding obligation for state and local tax obligations, the employee will recognize a capital gain or loss, short-term or long-term, depending on the tax basis and holding period for such shares of common stock.

Section 162(m) of the Code limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for compensation paid to the corporation’s “covered employees.” “Covered employees” include the corporation’s chief executive officer, chief financial officer and the three next most highly compensated executive officers. If an individual is determined to be a covered employee for any year beginning after December 31, 2016, then that individual will continue to be a covered employee for future years, regardless of changes in the individual’s compensation or position.

In the event of a change of control, certain compensation payments or other benefits received by “disqualified individuals” (as defined in Section 280G(c) of the Code) under the 20142018 Plan or otherwise may cause or result in “excess parachute payments” (as defined in Section 280G(b)(I) of the Code). Pursuant to Section 280G of the Code, any amount that constitutes an excess parachute payment is not deductible by the company. In addition, Section 4999 of the Code generally imposes a 20% excise tax on the amount of any such excess parachute payment received by such a disqualified individual, and any such excess parachute payments will not be deductible by our company (or a subsidiary).

Effective Date

The 2018 Plan is effective on July 10, 2018, the date of its adoption by the Board of Directors subject to stockholder approval. The 2018 Plan will terminate on July 10, 2028, except with respect to awards then outstanding. After such date no further awards will be granted under the 2018 Plan unless the 2018 Plan is extended by our Board.

Interest of Certain Persons

Each of our directors and executive officers would be eligible to participate in the 20142018 Plan. As a result, approval of the 20142018 Plan impacts each of our directors and executive officers and each of them has a personal interest in this proposal and its approval by our stockholders.

Vote Required and Board of Directors’ Recommendation

Assuming a quorum is present, the affirmative vote of a majority of the shares present at the Annual Meeting, either in person or by proxy, and entitled to vote, is required for approval of this Proposal No. 3. For purposes of the approval of Proposal No. 3, abstentions will have the same effect as a vote against this proposal, and broker non-votes will have no effect on the result of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

STOCKHOLDERSVOTESTOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3.

PROPOSAL NO. 4

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have appointed Squar Milner LLP (“Squar”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2018. Squar has served as our independent registered public accounting firm since December 8, 2016. Squar had also served as the independent registered public accounting firm for IThenaPharma since October 2015. Prior to December 8, 2016, Wolf & Company, P.C. (“Wolf”) served as the independent registered public accounting firm for Marina Biotech. The change of accounting firms is described below.

In the event that ratification of this appointment of independent registered public accounting firm is not approved by the affirmative vote of a majority of votes cast on the matter, then the appointment of our independent registered public accounting firm will be reconsidered by us.

Your ratification of the appointment of Squar as our independent registered public accounting firm for the fiscal year ending December 31, 20172018 does not preclude us from terminating our engagement of Squar and retaining a new independent registered public accounting firm, if we determine that such an action would be in our best interest.

Total fees to our independent registered public accounting firms for the years ended December 31, 2017 and 2016 and 2015 were $0.113$0.182 million and $0.166$0.113 million, respectively, of which (x) $0.045$0.182 million was paiddue to Squar during 2017; and (y) $0.04 million was due to Squar during 2016 and $0.068 was paid to Wolf during 2016; and (y) $0.045 million was paid to Squar by IThena during 2015 and $0.121 million was paid to Wolf by Marina Biotech during 2015.2016. The foregoing amounts were comprised of the amounts set forth below.

Audit Fees. The aggregate fees for professional services rendered in connection with (i) the audit of our annual financial statements, (ii) the review of the financial statements included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, (iii) consents and comfort letters issued in connection with equity offerings and (iv) services provided in connection with statutory and regulatory filings or engagements were $0.18 million for the year ended December 31, 2017 and $0.108 million for the year ended December 31, 2016, and $0.145 million for the year ended December 31, 2015, of which (x) $0.016 million was paid to Squar during 2017; and (y) $0.04 million was paid to Squar during 2016 and $0.068 was paid to Wolf during 2016; and (y) $0.045 million was paid to Squar by IThena during 2015 and $0.1 million was paid to Wolf by Marina Biotech during 2015.2016.

Audit-Related Fees.The aggregate fees related to audits that are not included in the above were $0$0.002 million paid to Squar for the year ended December 31, 2016 and $0.021 million for the year ended December 31, 2015, all of which was paid to Wolf by Marina Biotech during 2015.2017.

Tax Fees. We did not incur any fees to our independent registered public accounting firm for professional services rendered in connection with tax compliance, tax planning and federal and state tax advice for the years ended December 31, 20162017 and December 31, 2015,2016, other than $0.005 million incurred by IThenaPharma to Squar during 2016.

All Other Fees. We did not incur any such other fees to our independent registered public accounting firm for the years ended December 31, 20162017 and December 31, 2015.2016.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On December 8, 2016, Squar was engaged as our independent registered public accounting firm for the year ending December 31, 2016. The appointment of Squar was approved by our Board. During the fiscal years ended December 31, 2015 and 2014 and during the subsequent interim period from January 1, 2016 through December 8, 2016, neither Marina Biotech nor anyone on behalf of Marina Biotech consulted Squar regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of Marina Biotech, and neither a written report nor oral advice was provided to Marina Biotech that Squar concluded was an important factor considered by Marina Biotech in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(v), respectively.

Prior to the appointment of Squar as our independent registered public accounting firm, Squar served as the independent registered public accounting firm for IThenaPharma since October 2015.

Also on December 8, 2016, we dismissed Wolf as our independent registered public accounting firm. The decision to change our independent registered public accounting firm was approved by our Board.

Wolf’s report on the financial statements of Marina Biotech for either of the fiscal years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion, or qualification or modification as to uncertainty, audit scope or accounting principles, except that such report on the financial statements of Marina Biotech contained an explanatory paragraph in regard to the substantial doubt about Marina Biotech’s ability to continue as a going concern.

During Marina Biotech’s fiscal years ended December 31, 2015 and 2014 and during the subsequent interim period from January 1, 2016 through December 8, 2016, (i) there were no disagreements, resolved or not, with Wolf on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedures that, if not resolved to Wolf’s satisfaction, would have caused Wolf to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except that Wolf advised Marina Biotech of the following financial reporting deficiencies that represent material weaknesses as of December 31, 2013 as described in Marina Biotech’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which annual report was filed with the SEC on March 30, 2014:

The foregoing material weaknesses were remediated during Marina Biotech’s 2014 fiscal year, as noted in Marina’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Pre-Approval Policies and Procedures

The Audit Committee has the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification). The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm was engaged by, and reports directly to, the Audit Committee.

The Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to thede minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently approved prior to the completion of the audit. In the event pre-approval for such audit services and permitted non-audit services cannot be obtained as a result of inherent time constraints in the matter for which such services are required, the Chairman of the Audit Committee had been granted the authority to pre-approve such services, provided that the estimated cost of such services on each such occasion does not exceed $15,000, and the Chairman of the Audit Committee reported for ratification such pre-approval to the Audit Committee at its next scheduled meeting. We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter.

Vote Required and Board of Directors’ Recommendation

Assuming a quorum is present, the affirmative vote of a majority of the shares present at the Annual Meeting and entitled to vote, either in person or by proxy, is required for approval of Proposal No. 4. For purposes of the ratification of our independent registered public accounting firm, abstentions will have the same effect as a vote against this proposal and broker non-votes will have no effect on the result of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” PROPOSAL NO. 4.

PROPOSAL NO. 5

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are providing stockholders an advisory vote on executive compensation. This nonbinding vote is required under Section 14A of the Exchange Act. At our Annual Meeting of Stockholders held in September 2014, our stockholders indicated their preference that the advisory vote on executive compensation be held on an annual basis, and we intend to seek an advisory vote on executive compensation annually.

The section entitled “Executive Compensation” describes the compensation of our chiefprincipal executive officer and our other most highly compensated executive officers during the 20162017 fiscal year. OurSuch executive officers are referred to in this Proposal No. 5 as our named executive officers.

Our Board of Directors believes that the policies, procedures and compensation articulated in the “Executive Compensation” section of this proxy statement arewere appropriate for our company with respect to our 2017 fiscal year, and that the compensation of our named executive officers in 20162017 reflects and supports these compensation policies and procedures.

We are asking our stockholders to indicate their support at the Annual Meeting for the compensation of our named executive officers as described in this proxy statement. This vote is intended to provide an overall assessment of our policies and procedures relating to the compensation of our named executive officers with respect to our 2017 fiscal year, rather than focus on any specific item of compensation. Further, in evaluating this proposal, we note that only one of our Named Executive Officers for the 2017 fiscal year (Erik Emerson, our Chief Commercial Officer (and a current member of our Board of Directors), who did not receive any cash salary during the 2017 fiscal year) remains as an officer of our company, while our other two Named Executive Officers for the 2017 fiscal year (Joseph W. Ramelli, our former Chief Executive Officer, and Vuong Trieu, our former Executive Chairman and Interim Chief Executive Officer) have resigned from their positions as officers of our company in connection with the recent recapitalization and restructuring of our company.

Accordingly, we are recommending that our stockholders vote FOR the following resolution:

RESOLVED, that the stockholders of Marina Biotech, Inc. approve, on an advisory basis, the compensation of the named executive officers of Marina Biotech, Inc., as disclosed in this proxy statement for the 20172018 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K with respect to our 2017 fiscal year, including, as applicable, the Summary Compensation Table and the other related tables and disclosures contained in the section of this proxy statement captioned “Executive Compensation”.

This advisory vote on executive compensation, commonly referred to as a ‘say-on-pay’ advisory vote, is not binding on our Board of Directors. However, our Board of Directors will take into account the result of the vote when determining future executive compensation arrangements.

Vote Required and Board of Directors’ Recommendation

Assuming a quorum is present, the affirmative vote of a majority of the shares present at the Annual Meeting, either in person or by proxy, and entitled to vote, is required for approval of this Proposal No. 5. Because your vote is advisory, it will not be binding upon our Board of Directors. For purposes of the approval of Proposal No. 5, abstentions will have the same effect as a vote against this proposal, and broker non-votes will have no effect on the result of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” PROPOSAL NO. 5.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of the Board of Directors, on behalf of the Board of Directors, serves as an independent and objective party to monitor and provide general oversight of the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence, the performance of the independent registered public accounting firm, the compliance by us with legal and regulatory requirements and our standards of business conduct. The Audit Committee performs these oversight responsibilities in accordance with its Audit Committee Charter.

Our management is responsible for preparing our financial statements and our financial reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee’s responsibility is to administer and oversee these processes.

The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the audit plan, the results of their examinations, and the overall quality of our financial reporting.

In this context, the Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20162017 with management and with the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, which includes, among other items, matters related to the conduct of the audit of our annual financial statements.

The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the issue of its independence from us and management. In addition, the Audit Committee has considered whether the provision of any non-audit services by the independent registered public accounting firm in 20162017 is compatible with maintaining the registered public accounting firm’s independence and has concluded that it is.

Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016.2017.

The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this Audit Committee Report by reference therein.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation earned during 20162017 and 20152016 by our CEOprincipal executive officer and our other most highly compensated executive officers as of the end of the 20162017 fiscal year (“Named Executive Officers”).

Narrative Disclosures Regarding Compensation; Employment Agreements

Marina BiotechWe have entered into an employment agreementoffer letters with two of our Named Executive Officers, namely Mr. French, which was amendedRamelli, our former Chief Executive Officer, and restated on September 15, 2014. We have also entered into an employment letter with Mr. Ramelli.Emerson, our Chief Commercial Officer and a member of our Board of Directors. The terms and conditions of each of the foregoing agreements isare summarized below.

J. Michael French Employment Agreement

On June 10, 2008, Marina Biotech entered into an employment agreement (the “Original French Agreement”) with J. Michael French pursuant to which Mr. French served as the president and CEO of Marina Biotech. The initial term began on June 23, 2008 and ended on June 9, 2011. Thereafter, it continued per its terms on a quarter-to-quarter basis. On September 15, 2014, Marina Biotech entered into an Amended and Restated Employment Agreement (the “Restated French Agreement”) with Mr. French pursuant to which Mr. French was to serve as the president and CEO of Marina Biotech until September 14, 2017. On May 31, 2016, Mr. French resigned as an officer and a director of Marina Biotech, effective June 10, 2016. A copy of the Original French Agreement was filed as Exhibit 10.2 to Marina Biotech’s Current Report on Form 8-K dated June 10, 2008, and a copy of the Restated French Agreement was filed as Exhibit 10.1 to Marina Biotech’s Current Report on Form 8-K dated September 15, 2014.

Pursuant to the Original French Agreement, Mr. French was entitled to annual base compensation of $340,000, which amount was increased to $425,000 in the Restated French Agreement. He was also eligible to receive annual performance-based incentive cash compensation, with the targeted amount of such incentive cash compensation being 40% of his annual base compensation for the year under the Original French Agreement, and 50% of his annual base compensation for the year under the Restated French Agreement, but with the actual amount to be determined by the Board or the Compensation Committee.

Under the Original French Agreement, Mr. French was granted options to purchase up to 31,500 shares of Marina Biotech common stock, of which 10,500 options were exercisable at $50.80 per share, 10,500 options were exercisable at $90.80 per share, and 10,500 options were exercisable at $130.80 per share. The options had a term of 10 years beginning on June 23, 2008. Mr. French agreed to cancel these options effective as of December 31, 2014. Under the Restated French Agreement, Mr. French was granted ten-year options to purchase up to 771,000 shares of Marina Biotech common stock at an exercise price of $1.07 per share, of which 257,000 options vested on the first anniversary of the grant date, 257,000 options were to vest monthly in equal installments commencing after the first anniversary of the grant date and were to vest in full on the second anniversary of the grant date, and 257,000 options were to vest monthly commencing after the second anniversary of the grant date and were to vest in full on the third anniversary of the grant date.

On July 22, 2016, following the resignation of Mr. French, Marina Biotech entered into an Agreement and Release (the “Release Agreement”) with Mr. French. Pursuant to the Release Agreement, Mr. French released Marina Biotech from all claims arising prior to the date of the Release Agreement. In consideration therefor, Marina Biotech agreed to make the following payments to Mr. French: (i) wage payments in the amount of $2,000 relating to the payroll period ended June 15, 2016, and reimbursement for approved expenses in the amount of approximately $21,000 as of June 10, 2016, which payments were previously made; and (ii) payments of health insurance premiums in the aggregate amount of approximately $5,300 for the months of July and August 2016, to be paid upon the execution of the Release Agreement.

Marina Biotech also agreed in the Release Agreement to pay to Mr. French all wages owed to Mr. French through June 10, 2016 in the amount of approximately $65,000, which payment is to be made within fifteen (15) days of receipt of monies reasonably sufficient to provide funding for one full year of operations (if ever). As per a settlement agreement between Marina Biotech and Mr. French dated December 1, 2016, Marina Biotech agreed to pay approximately $45,000 of such back wages, following which Marina Biotech had no further obligation to make any such payments.

In addition to the foregoing, Marina Biotech agreed in the Release Agreement that any and all options to purchase shares of common stock held by Mr. French that had not vested as of June 10, 2016 shall vest and become immediately exercisable, and all of such options (as well as such options held by Mr. French that had already vested as of June 10, 2016) shall remain exercisable until the earlier of (x) the original termination date of such options and (y) December 31, 2017.

Further, Marina Biotech waived compliance by Mr. French with the restrictive covenants contained in Section 18 of the Restated French Agreement.

Joseph Ramelli Offer Letter

On February 2, 2017, we entered into an employment letter (the “Employment“Ramelli Letter”) with Joseph W. Ramelli, our former Chief Executive Officer. Pursuant to the EmploymentRamelli Letter, Mr. Ramelli shall continue to serveserved as our Chief Executive Officer pursuant to the terms and conditions set forth therein. As compensation for such service, Mr. Ramelli will receivereceived a monthly base salary of $10,000, and he was also will be entitled to receive a discretionary bonus as determined by our Board of Directors in its sole discretion. A copy of the EmploymentRamelli Letter was filed as Exhibit 10.1 to our Current Report on Form 8-K dated February 2, 2017.

In connection with the EmploymentRamelli Letter, we granted to Mr. Ramelli 100,00010,000 restricted shares of common stock under our 2014 Long-Term Incentive Plan, with the vesting of such restrictedwhich shares to occur upon the first execution and delivery by our company following the date of the Employment Letter of a definitive agreement involving the licensing by our company of its Smarticles-based liposomal delivery technology. This vesting condition was satisfied by our entry into a License Agreement with LipoMedics Inc.vested on February 6, 2017.

In connection with the EmploymentRamelli Letter, Mr. Ramelli agreed: (i) to a non-solicitation covenant regarding our employees, independent contractors, customers, vendors and clients; and (ii) not to provide services to certain of our clients, customers or business partners (and prospective clients, customers and business partners), in each case, during such time as Mr. Ramelli is employed by us and for a period of twelve (12) months immediately thereafter.

Mr. Ramelli resigned as our Chief Executive Officer effective May 2, 2018. In connection with his resignation, Mr. Ramelli released our company from all claims arising prior to the date of his resignation and affirmed his obligations to be bound by the restrictive covenants contained in the Ramelli Letter, and we: (i) agreed to make severance payments to Mr. Ramelli in the amount of $60,000 to be paid over a six (6) month period; and (ii) granted to Mr. Ramelli fully-vested options, exercisable for a period of five years from the grant date, to purchase up to 100,000 shares of our common stock at an exercise price equal to $0.98 per share of common stock.

Erik Emerson Offer Letter

On June 5, 2017, we entered into an employment offer letter (the “Emerson Letter”) with Erik Emerson, the President and Chief Executive Officer of Symplmed, pursuant to which we agreed to hire Mr. Emerson to serve as our Chief Commercial Officer. As compensation for his services as Chief Commercial Officer, we agreed to pay to Mr. Emerson an annual base salary of $150,000, and Mr. Emerson is entitled to receive a discretionary bonus as determined by our Board of Directors in an amount up to 40% of his base salary, with the payment of such bonus to be based on the achievement of such milestones as shall be determined by the Board following good faith consultation with Mr. Emerson. A copy of the Emerson Letter was filed as Exhibit 10.1 to our Current Report on Form 8-K dated June 22, 2017, and a copy of Amendment No.1 to the Emerson Letter was filed as Exhibit 10.2 to our Current Report on Form 8-K dated June 22, 2017.

In connection with the Emerson Letter, we granted to Mr. Emerson 60,000 restricted shares of our common stock under our 2014 Long-Term Incentive Plan, all of which vested on the six (6) month anniversary of the date of grant. We also granted to Mr. Emerson, on July 10, 2018, options to purchase up to 1,125,000 shares of our common stock at an exercise price of $0.66 per share.

In connection with the Emerson Letter, Mr. Emerson agreed: (i) to a non-solicitation covenant regarding our employees, independent contractors, customers, vendors and clients; and (ii) not to provide services to certain of our clients, customers or business partners (and prospective clients, customers and business partners), in each case, during such time as Mr. Emerson is employed by us and for a period of twelve (12) months immediately thereafter.

Outstanding Equity Awards at Fiscal Year End

20162017 Outstanding Equity Awards at Fiscal Year-end Table

The following table sets forth information regarding the outstanding equity awards held by our Named Executive Officers as of the end of our 20162017 fiscal year:

(1) All of the options held by Mr. Ramelli as of the end of our 2017 fiscal year expired on August 2, 2018 as a result of Mr. Ramelli’s resignation from our company.

Option re-pricings

We have not engaged in any option re-pricings or other modifications to any of our outstanding equity awards to our Named Executive Officers during fiscal year 2016.2017.

Compensation of Directors

20162017 Director Compensation Table

The following Director Compensation tableTable sets forth information concerning compensation for services rendered by our independent directors for fiscal year 2016.2017.

As of December 31, 2016,2017, Dr. Loren Mr. Williams and Mr. RamelliWilliams each held options to purchase up to 173,00025,400 shares of our common stock, Mr. Ranker held options to purchase up to 175,50025,650 shares of our common stock, Dr. Trieu and Dr. Calais each held options to purchase up to 8,100 shares of our common stock, and Dr. TrieuMr. Blech held options to purchase noup to 473,457 shares of our common stock. The aforementioned options held by Mr. Ranker and Dr. Calais expired on August 2, 2018 as a result of their resignations as directors of our company.

J. Michael French,Dr. Trieu, who served as a director and as an executive officer of Marina Biotech until his resignation effective June 10, 2016,our company during 2017, has not been included in the Director Compensation Table because he is a Named Executive Officer, and did not receive any additionalall compensation for services provided as a director.paid to him is reflected in the Summary Compensation Table above.

Director Compensation Program: Marina Biotech’sOur compensation program for non-employee directors for the 2016 fiscal year consisted of (and for the 2017 fiscal year will consist of):consisted of: (i) a one-time on-boarding grant of 5-year options to purchase up to 43,0004,300 shares of common stock, which options shall vest 50% immediately and 50% after one year; (ii) an annual grant of 5-year options to purchase up to 38,0003,800 shares of common stock, which options vest 50% immediately and 50% after one year; and (iii) an annual cash payment of $45,000 per year, payable quarterly. In addition, on November 15, 2016 Marina Biotech granted to each of the persons that was serving as a non-employee director of Marina Biotech at such time options to purchase up to 35,000 shares of common stock at an exercise price of $0.10 per share, and on January 3, 2017 Marina Biotechwe granted to each person that was serving as a director at such time options to purchase up to 43,0004,300 shares of common stock at an exercise price of $0.17$1.70 per share (in addition to the annual option grant for the 2017 fiscal year).

Equity Compensation Plan Information

The following table provides aggregate information as of the end of the 20162017 fiscal year with respect to all of the compensation plans under which our common stock is authorized for issuance, including our 2004 Stock Incentive Plan, our 2008 Stock Incentive Plan and our 2014 Long-Term Incentive Plan:

SUBMISSION OF STOCKHOLDER PROPOSALS

We intend to hold our 20182019 annual meeting of stockholders (the “2016“2019 Annual Meeting”) in May 2018.October 2019. To be considered for inclusion in our notice of annual meeting and proxy statement for, and for presentation at, the 20182019 Annual Meeting, a stockholder proposal must be received by the Corporate Secretary, Marina Biotech, Inc., 17870 Castleton Street,4721 Emperor Boulevard, Suite 250, City of Industry, California 91748,350, Durham, North Carolina 27703, no later than December 25, 2017,May 23, 2018, and must otherwise comply with applicable rules and regulations of the SEC, including Rule 14a-8 of Regulation 14A under the Exchange Act.

Our Bylaws require advance notice of any proposal by a stockholder intended to be presented at an annual meeting that is not included in our notice of annual meeting and proxy statement because it was not timely submitted under the preceding paragraph, or made by or at the direction of any member of the Board of Directors, including any proposal for the nomination for election as a director. To be considered for such presentation at the 20182019 Annual Meeting, any such stockholder proposal must be received by the Corporate Secretary, Marina Biotech, Inc., no earlier than January 16, 2018June 25, 2019 and no later than March 2, 2018,August 9, 2019, provided, that if the 20182019 Annual Meeting is scheduled to be held on a date more than 30 days before the anniversary date of the 20172018 annual meeting of stockholders or more than 60 days after the anniversary date of the 20172018 annual meeting of stockholders, a stockholder’s proposal shall be timely if delivered to, or mailed to and received by, our company not later than the close of business on the later of (A) the 75^th day prior to the scheduled date of the 20182019 Annual Meeting, or (B) the 15^th day following the day on which public announcement of the date of the 20182019 Annual Meeting is first made by us, and in any case discretionary authority may be used if such proposal is untimely submitted.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC and with NASDAQ.SEC. Based solely on our review of the reports filed by Reporting Persons, and written representations from certain Reporting Persons that no other reports were required for those persons, we believe that, during the year ended December 31, 2016,2017, the Reporting Persons met all applicable Section 16(a) filing requirements.requirements, other than that: (A) the Form 4 that was to be filed by Amit Shah, our Chief Financial Officer, regarding the grant to him of options to purchase 60,000 shares of our common stock on October 2, 2017 was filed on October 6, 2017; (B) the Form 3 that was to be filed by Peter D. Weinstein, our Chief Legal Officer, regarding his appointment as our Chief Legal Officer on October 12, 2017, was filed on October 24, 2017; and (C) the Form 4 that was to be filed by Peter D. Weinstein, our Chief Legal Officer, regarding the grant to him of options to purchase 60,000 shares of our common stock on October 12, 2017 was filed on October 24, 2017.

OTHER MATTERS

We will furnish without charge to each person whose proxy is being solicited, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2017, as filed with the SEC, including the financial statements. Requests for copies of such Annual Report on Form 10-K should be directed to Joseph W. Ramelli, chiefRobert C. Moscato, Jr., Chief Executive Officer, Marina Biotech, Inc., 17870 Castleton Street,4721 Emperor Boulevard, Suite 250, City of Industry, California 91748.350, Durham, North Carolina 27703.

Our Board of Directors does not know of any other matters that are to be presented for action at the Annual Meeting. If any other matters are properly brought before the Annual Meeting or any adjournments thereof, the persons named in the enclosed proxy will have the discretionary authority to vote all proxies received with respect to such matters in accordance with their best judgment.

It is important that the proxies be returned promptly and that your shares are represented at the Annual Meeting. Stockholders are urged to mark, date, execute and promptly return the accompanying proxy card in the enclosed envelope.

September __, 2018

April 21, 2017Durham, North Carolina

City of Industry, CA