Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Marina Biotech, Inc. | |
Entity Central Index Key | 737,207 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,521,278 | |
Trading Symbol | MRNA | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 8,676 | $ 105,347 |
Prepaid expenses and other assets | 54,631 | 211,133 |
Total current assets | 63,307 | 316,480 |
Intangible assets, net of amortization | 2,679,235 | 2,311,877 |
Goodwill | 3,502,829 | 3,558,076 |
Total noncurrent assets | 6,182,064 | 5,869,953 |
Total assets | 6,245,371 | 6,186,433 |
Current liabilities | ||
Accounts payable | 1,027,508 | 663,261 |
Due to related party | 382,332 | 83,166 |
Accrued expenses | 1,022,369 | 1,393,521 |
Accrued fee payable | 320,000 | |
Notes payable | 441,023 | 435,998 |
Notes payable to related parties | 92,590 | |
Convertible notes payable | 406,324 | |
Convertible notes payable to related parties | 559,029 | 250,000 |
Fair value of liabilities for price adjustable warrants | 248,068 | 141,723 |
Derivative liability | 115,271 | |
Total current liabilities | 4,614,514 | 2,967,669 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 10,021,220 and 8,977,138 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 60,127 | 53,863 |
Additional paid-in capital | 6,850,567 | 5,115,983 |
Deferred compensation | (102,600) | |
Accumulated deficit | (5,177,237) | (1,951,082) |
Total stockholders' equity | 1,630,857 | 3,218,764 |
Total liabilities and stockholders' equity | 6,245,371 | 6,186,433 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value | $ 0.006 | $ 0.006 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 10,021,220 | 8,977,138 |
Common stock, shares outstanding | 10,021,220 | 8,977,138 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, shares issued | 750 | 1,020 |
Preferred stock, shares outstanding | 750 | 1,020 |
Preferred stock, liquidation preference value | $ 5,100 | $ 5,100 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, shares issued | 60 | 60 |
Preferred stock, shares outstanding | 60 | 60 |
Preferred stock, liquidation preference value | $ 300 | $ 300 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | ||||
License and other revenues | ||||
Operating expenses | ||||
Research and development | 232,896 | 50,683 | 746,221 | 107,910 |
General and administrative | 680,063 | 47,065 | 1,878,301 | 232,469 |
Amortization | 123,038 | 327,642 | ||
Total operating expenses | 1,035,997 | 97,748 | 2,952,164 | 340,379 |
Loss from operations | (1,035,997) | (97,748) | (2,952,164) | (340,379) |
Other income (expense) | ||||
Interest expense | (24,301) | (378) | (51,575) | (378) |
Change in fair value liability of warrants | 7,442 | (106,345) | ||
Change in fair value of derivative liability | 80,672 | (115,271) | ||
Total other income (expense), net | 63,813 | (378) | (273,191) | (378) |
Loss before provision for income taxes | (972,184) | (98,126) | (3,225,355) | (340,757) |
Provision for income taxes | 800 | 800 | 800 | |
Net loss | $ (972,184) | $ (98,926) | $ (3,226,155) | $ (341,557) |
Net loss per share - basic and diluted | $ (0.10) | $ (0.02) | $ (0.33) | $ (0.08) |
Weighted average shares outstanding | 9,869,672 | 4,227,641 | 9,645,954 | 4,118,826 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 53,863 | $ 5,115,983 | $ (1,951,082) | $ 3,218,764 | |
Balance, shares at Dec. 31, 2016 | 8,977,138 | ||||
Sale of common stock to related party | $ 517 | 249,483 | 250,000 | ||
Sale of common stock to related party, shares | 86,207 | ||||
Common stock issued for services | $ 180 | 53,820 | 54,000 | ||
Common stock issued for services, shares | 30,000 | ||||
Common stock issued for accounts payable | $ 3,734 | 972,980 | 976,714 | ||
Common stock issued for accounts payable, shares | 622,296 | ||||
Return of common stock for note receivable | $ (52) | (31,352) | (31,404) | ||
Return of common stock for note receivable, shares | (8,725) | ||||
Restricted stock issued to officer | $ 420 | 245,580 | (102,600) | 143,400 | |
Restricted stock issued to officer, shares | 70,000 | ||||
Share based compensation | 74,895 | 74,895 | |||
Exercise of warrants to common stock | $ 366 | 170,277 | 170,643 | ||
Exercise of warrants to common stock, shares | 60,944 | ||||
Conversion of Series C Preferred to common stock | $ 1,080 | (1,080) | |||
Conversion of Series C Preferred to common stock, shares | 180,000 | ||||
Effects of rounding due to reverse split | $ 19 | (19) | |||
Effects of rounding due to reverse split, shares | 3,360 | ||||
Net loss | (3,226,155) | (3,226,155) | |||
Balance at Sep. 30, 2017 | $ 60,127 | $ 6,850,567 | $ (102,600) | $ (5,177,237) | $ 1,630,857 |
Balance, shares at Sep. 30, 2017 | 10,021,220 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (3,226,155) | $ (341,557) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 218,295 | |
Common shares issued for third party services | 54,000 | |
Warrants issued for services | 36,470 | |
Amortization of intangibles | 327,642 | |
Change in fair value liabilities for price adjustable warrants | 106,345 | |
Change in fair value of derivative liability | 115,271 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 125,098 | (479) |
Accounts payable | 419,494 | 64,928 |
Accrued expenses | 637,642 | (1,355) |
Accrued fee | ||
Due to related party | 299,166 | (54,150) |
Net Cash Used in Operating Activities | (923,202) | (296,143) |
Cash Flows Used in Investing Activities: | ||
Purchase of intangible asset | (375,000) | |
Net Cash Used in Investing Activities | (375,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock to related party | 250,000 | |
Proceeds from notes payable, related party | 90,888 | |
Proceeds from convertible notes | 400,000 | 50,000 |
Proceeds from convertible notes, related parties | 290,000 | |
Proceeds from exercise of warrants to common stock | 170,643 | |
Net Cash Provided by Financing Activities | 1,201,531 | 50,000 |
(Decrease) in cash | (96,671) | (246,143) |
Cash - Beginning of Period | 105,347 | 261,848 |
Cash - End of Period | 8,676 | 15,705 |
Supplementary Cash Flow Information: | ||
Interest paid | ||
Income taxes paid | 800 | |
Non-cash Investing and Financing Activities: | ||
Issuance of warrants for services | 36,470 | |
Common stock issued for accrued expenses | 976,714 | |
Return of common stock for other assets | 31,404 | |
Adjustment to goodwill for change in value of pre-acquisition accounts payable | 55,247 | |
Accrued interest | 32,080 | |
Assumption of Liabilities for acquisition | $ 320,000 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations, Basis of Presentation and Significant Accounting Policies | Note 1 – Nature of Operations, Basis of Presentation and Significant Accounting Policies Business Overview Marina Biotech, Inc. and its wholly-owned subsidiaries, MDRNA Research, Inc., Cequent Pharmaceuticals, Inc., Atossa Healthcare, Inc., and IthenaPharma, Inc. (collectively “Marina,” “we,” “our,” or “us”) is a fully integrated, commercial stage biopharmaceutical company delivering proprietary drug therapeutics for significant unmet medical needs in the U.S., Europe and certain additional international markets. Its portfolio of products currently focuses on fixed dose combinations (“FDC”) in hypertension, arthritis, pain and oncology allowing for innovative solutions to such unmet medical needs. Its mission is to provide effective and patient centric treatment for hypertension – including resistant hypertension. In this connection, we acquired from Symplmed and its wholly-owned subsidiary, Symplmed Technologies, LLC, certain of the intellectual property assets related to the patented technology platform known as DyrctAxess, also called Total Care, that offers enhanced efficiency, control and information to empower patients, physicians and manufacturers to help achieve optimal care. In doing so, we have created a universal platform for the effective treatment of hypertension as well as for the distribution of FDC hypertensive drugs, such as our FDA-approved product Prestalia, and the other products in our pipeline, devices for therapeutic drug monitoring, blood pressure, and other cardiac monitors, as well as services such as counseling and prescription reminders. We currently have one commercial and three clinical development programs underway: (i) Prestalia®, a single-pill fixed dose combination of perindopril, an angiotensin-converting-enzyme (“ACE”) inhibitor and amlodipine, a calcium channel blocker (“CCB”), which has been approved by the U.S. Food and Drug Administration (“FDA”) and is actively marketed in the U.S.; (ii) our next generation celecoxib program drug candidates for the treatment of acute and chronic pain, IT-102 and IT-103, each of which is an FDC of celecoxib, a COX-2 selective nonsteroidal anti-inflammatory drug (“NSAID”) and either lisinopril (IT-102) or olmesartan (IT-103) – both Lisinopril and olmesartan are antihypertension drugs; (iii) CEQ508, an oral delivery of small interfering RNA (“siRNA”) against beta-catenin, combined with IT-102 to suppress polyps in the precancerous syndrome and orphan indication Familial Adenomatous Polyposis (“FAP”); and (iv) CEQ508 combined with IT-103 to treat Colorectal Cancer. Our current focus is primarily on the commercialization of Prestalia and secondarily the development of IT-102 and IT-103. We believe that by combining a COX-2 inhibitor with an antihypertensive in a single FDC oral tablet, IT-102 and IT-103 will each offer improved safety profiles as compared to currently available and previously marketed COX-2 inhibitors as well as address patients with chronic pain who are commonly taking antihypertension drugs concurrently. We further believe that the current opioid addiction epidemic in the U.S. has been driven in part by the withdrawal from the market of certain COX-2 inhibitors due to their associated risk of cardiovascular-related adverse events. We plan to license or divest our other assets since they no longer align with our focus on the treatment of hypertension. We intend to create value through the continued commercialization of our FDA-approved product, Prestalia, while moving our FDC development programs forward to further strengthen our commercial presence. We intend to retain ownership and control of all of our product candidates, but in the interest of accelerated growth and market penetration, we will also consider partnerships with pharmaceutical or biotechnology companies in order to reduce time to market and to balance development risks, both clinically and financially. As our strategy is to be a fully integrated biopharmaceutical company, we will drive a primary corporate focus on revenue generation through our commercial assets, with a secondary focus on advancing our FDC pipeline to further enhance our commercial presence. Reverse Merger with IThenaPharma On November 15, 2016, Marina entered into, and consummated the transactions contemplated by, an Agreement and Plan of Merger between and among IthenaPharma, Inc., a Delaware corporation (“IThena”), IThena Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Marina (“Merger Sub”), and Vuong Trieu as the IThena representative (the “Merger Agreement”), pursuant to which IThena merged into Merger Sub (the “Merger”). For a more detailed discussion on the reverse merger, refer to Note 2 – Intangible Assets below as well as our 2016 Annual Report on Form 10K filed with the SEC. IThena is a developer of personalized therapies for combined pain/hypertension through its proprietary Fixed Dose Combination (“FDC”) technology and point of care Therapeutic Drug Monitoring (“TDM”). Through the combination of these technologies, IThenaPharma is looking to deliver therapies with improved compliance and personalized dosing. IThena’s lead products are the celecoxib FDCs which include IT-102 and IT-103, fixed dose combinations of celecoxib and lisinopril and celecoxib and olmesartan, respectively. IT-102 and IT-103 are being developed as celecoxib without the drug induced edema associated with celecoxib alone. IT-102 and IT-103 are being developed initially for combined arthritis / hypertension and subsequently for treatment of pain, or cancer, or other indications requiring high doses of celecoxib. Reverse Stock Split On August 1, 2017, we filed a Certificate of Amendment of our Amended and Restated Certificate of Incorporation to effect a one-for-ten reverse split of our issued and outstanding shares of common stock. Our common stock commenced trading on the OTCQB tier of the OTC Markets on a split-adjusted basis on Thursday, August 3, 2017. Unless indicated otherwise, all share and per share information included in these financial statements give effect to the reverse split. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete audited financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the nine months ended September 30, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or for any future period. Principles of Consolidation The consolidated financial statements include the accounts of IThenaPharma Inc. and Marina Biotech, Inc. and the wholly-owned subsidiaries, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. Going Concern and Management’s Liquidity Plans The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2017, we had a significant accumulated deficit of $5,177,237 and a negative working capital of $4,551,207. We had obtained a line of credit from Autotelic Inc. of $500,000, of which we have utilized $92,590. As such, we currently have approximately $407,000 of available funds under our line of credit under this line of credit with Autotelic Inc. We believe this amount of available funds is sufficient to fund our operations through December 31, 2017. Our operating activities consume the majority of our cash resources. We anticipate that we will continue to incur operating losses as we execute our commercialization plans, as well as strategic and business development initiatives. In addition, we have had and will continue to have negative cash flows from operations, at least into the near future. We have previously funded, and plan to continue funding, our losses primarily through the sale of common and preferred stock, combined with or without warrants, the sale of notes, revenue provided from our license agreements and, to a lesser extent, equipment financing facilities and secured loans. However, we cannot be certain that we will be able to obtain such funds required for our operations at terms acceptable to us or at all. In 2016, we funded operations primarily through the issuance of convertible debt and license-related revenues. There is substantial doubt about our ability to continue as a going concern for one year from the issuance date of this Form 10-Q, which may affect our ability to obtain future financing or engage in strategic transactions, and may require us to curtail our operations. We cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional equity or debt financing, or whether such actions would generate the expected liquidity as currently planned. Summary of Significant Accounting Policies Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Significant areas requiring the use of management estimates include valuation allowance for deferred income tax assets and fair value of financial instruments. Actual results could differ materially from such estimates under different assumptions or circumstances. Fair Value of Financial Instruments We consider the fair value of cash, accounts payable, due to related parties, notes payable, notes payable to related parties, convertible notes payable and accrued liabilities not to be materially different from their carrying value. These financial instruments have short-term maturities. We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes, using the probability adjusted Black-Scholes option pricing model (“Black-Scholes”), which management has determined approximates values using more complex methods, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016: Balance at September 30, 2017 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Inputs Liabilities: Fair value liability for price adjustable warrants $ 248,068 $ - $ - $ 248,068 Derivative liability 115,271 - - 115,271 Total liabilities at fair value $ 363,339 $ - $ - $ 363,339 Balance at December 31, 2016 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Significant unobservable inputs Liabilities: Fair value liability for price adjustable warrants $ 141,723 $ - $ - $ 141,723 Total liabilities at fair value $ 141,723 $ - $ - $ 141,723 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended September 30, 2017: Fair value liability for price adjustable warrants Balance at December 31, 2016 $ 141,723 Change in fair value included in condensed consolidated statement of operations 106,345 Balance at September 30, 2017 $ 248,068 The fair value liability of price adjustable warrants for the nine months ended September 30, 2017 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $2.80 to $7.50, stock price of $2.70, volatility of 174% to 225%, contractual lives of 0.1 to 4.1 years, and risk-free rates of 0.62% to 1.93%. The following presents activity of the derivative liability determined by Level 3 inputs for the period ended September 30, 2017: Fair value liability Balance at December 31, 2016 $ - Additions 195,943 Change in fair value included in condensed consolidated statement of operations (80,672 ) Balance at September 30, 2017 $ 115,271 The fair value liability of derivative liability for the nine months ended September 30, 2017 was determined using the binomial pricing model using exercise prices of $2.80, stock price of $2.70, volatility of 168%, contractual life of 1 year, and a risk-free rate of 1.31%. Impairment of Long-Lived Assets We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets, at least annually, at December 31. When necessary, we record charges for impairments. Specifically: ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as acquired in-process R&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. Management determined that no impairment indicators were present and that no impairment charges were necessary as of September 30, 2017 or December 31, 2016. Net Income (Loss) per Common Share Basic net income (loss) per common share (after giving effect of the one for ten reverse stock split) is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period, excluding any unvested restricted stock awards. Diluted net income (loss) per share includes the effect of common stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. Net income (loss) is adjusted for the dilutive effect of the change in fair value liability for price adjustable warrants, if applicable. The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Nine months ended September 30, 2017 2016 Stock options outstanding 233,400 - Warrants 2,492,945 13,917 Convertible Notes Payable 315,746 - Restricted common stock 70,000 Total 3,112,091 13,917 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 2 – Intangible Assets Reverse Merger with IThenaPharma On November 15, 2016, we entered into, and consummated the transactions contemplated by, an Agreement and Plan of Merger between and among Marina Biotech, Inc., IThenaPharma Inc., a Delaware corporation (“IThena”), IThena Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Marina (“Merger Sub”), and Vuong Trieu as the IThena representative (the “Merger Agreement”), pursuant to which IThena merged into Merger Sub (the “Merger”). Upon completion of the Merger and subject to the applicable provisions of the Merger Agreement, Merger Sub has ceased to exist and IThena continues as the surviving corporation of the Merger and as a wholly-owned subsidiary of Marina. As consideration for the Merger, Marina issued to the former shareholders of IThena 58,392,828 shares of the Company’s common stock (5,839,283 shares after adjustment for the Company’s 1 for 10 reverse stock split in August 2017), representing approximately 65% of the issued and outstanding shares of Marina’s common stock following the completion of the Merger. Outstanding warrants to purchase 30,000 shares of common stock of IThena were converted into warrants to purchase common stock of Marina. In addition, Marina appointed Vuong Trieu, the president of IThena, as the Chairman of the Board of Directors of Marina, effective November 15, 2016. Dr. Trieu, in his capacity as the IThena representative, later appointed Philippe P. Calais, Ph.D., as a member of the Board of Directors of Marina effective December 8, 2016, pursuant to the rights granted to the former shareholders of IThena in the Merger Agreement. As the former shareholders of IThena control greater than 50% of the Company subsequent to the Merger, for accounting purposes, the Merger was treated as a “reverse acquisition” and IThena is considered the accounting acquirer. IThena accounted for the acquisition of Marina under the purchase accounting method following completion. Accordingly, IThena’s historical results of operations replace Marina’s historical results of operations for all periods prior to the Merger, and for all periods following the Merger, the results of operations of both companies are included. As a result of the Merger, while we have presented the results for the three and nine months ended September 30, 2017 and 2016; the results for the 2016 periods reflect only the results of IThena. The purchase price of approximately $3.7 million represents the consideration in the reverse merger transaction and is calculated based on the number of shares of common stock of the combined company that Marina stockholders owned as of the closing of the transaction and the fair value of assets and liabilities assumed by IThena. The number of shares of common stock Marina issued to IThena stockholders is calculated pursuant to the terms of the Merger Agreement based on Marina common stock outstanding as of November 15, 2016, as follows (retroactively adjusted for the 1 for 10 reverse stock split in August 2017): Shares of Marina common stock outstanding as of November 15, 2016 3,137,855 Divided by the percentage of Marina ownership of combined company 35 % Adjusted total shares of common stock of combined company 8,977,138 Multiplied by the assumed percentage of IThena ownership of combined company 65 % Shares of Marina common stock issued to IThena upon closing of transaction 5,839,283 The application of the acquisition method of accounting is dependent upon certain valuations and other studies that have yet to be completed. The purchase price allocation will remain preliminary until IThena management determines the fair values of assets acquired and liabilities assumed. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable after completion of the transaction and will be based on the fair values of the assets acquired and liabilities assumed as of the transaction closing date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented. The purchase price as of September 30, 2017 has been allocated based on a preliminary estimate of the fair value of assets acquired and liabilities assumed: Assets and Liabilities Acquired: Cash $ 5,867 Net current liabilities assumed (excluding cash) (1,871,725 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 169,171 Goodwill 3,502,829 Purchase price $ 3,672,000 The above estimated purchase price allocation and goodwill valuation reflects changes in fair value determinations of $55,246 for the nine months ended September 30, 2017 and approximately $1,238,000 since the Merger date. As part of the Merger, the Company allocated $3,502,829 to goodwill. Additionally, a substantial portion of the assets acquired were allocated to identifiable intangible assets. The fair value of the identifiable intangible asset is determined primarily using the “income approach,” which requires a forecast of all the expected future cash flows. On November 15, 2016, Marina agreed to issue to Novosom Verwaltungs GmbH (“Novosom”) 0.15 million shares of common stock upon the closing of the Merger in consideration of Novosom’s agreement that the consummation of the Merger would not constitute a “Liquidity Event” under that certain Asset Purchase Agreement dated as of July 27, 2010 between and among Marina, Novosom and Steffen Panzner, Ph.D., and thus that no additional consideration under such agreement would be due to Novosom as a result of the consummation of the Merger. In July 2016, Marina pledged to issue common stock valued at approximately $15,000 to Novosom for the portion due under our July 2010 Asset Purchase Agreement with Novosom, related to Marina’s license agreement with an undisclosed licensee that grants such licensee rights to use Marina’s technology and intellectual property to develop and commercialize products combining certain molecules with Marina’s liposomal delivery technology known as NOV582. In November 2016, we issued 11,905 shares with a value of approximately $15,000 to Novosom as the equity component owed under our July 2016 license agreement. Acquisition of Assets from Symplmed In June 2017, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Symplmed Pharmaceuticals LLC (“Symplmed”) pursuant to which we purchased from Symplmed, for aggregate consideration of approximately $0.62 million (consisting of $0.4 million in cash plus the assumption of certain liabilities of Symplmed in the amount of approximately $0.32 million), Symplmed’s assets relating to a single-pill FDC of perindopril arginine and amlodipine besylate known as Prestalia® (“Prestalia”), that has been approved by the FDA for the treatment of hypertension. In addition, as part of the transactions contemplated by the Purchase Agreement: (i) Symplmed agreed to transfer to us, not later than 150 days following the closing date, the New Drug Applications for the approval of Prestalia as a new drug by the FDA; and (ii) Symplmed assigned to us all of its rights and obligations under that certain Amended and Restated License and Commercialization Agreement by and between Symplmed and Les Laboratoires Servier (“Servier”) dated January 11, 2012, pursuant to which Symplmed has an exclusive license from Servier to manufacture, have manufactured, develop, promote, market, distribute and sell Prestalia in the U.S. (and its territories and possessions) in consideration of regulatory and sales-based milestone payments and royalty payments based on net sales. Management has determined that this acquisition was deemed an asset purchase under FASB ASC 805. Further, we entered into an offer letter to hire our current Chief Commercial Officer, who was the President and Chief Executive Officer of Symplmed, which appointment became effective on June 22, 2017. We also agreed in such offer letter to issue 60,000 restricted shares of our common stock under our 2014 Long-Term Incentive Plan to our Chief Commercial Officer, with all of such shares to vest on the six (6) month anniversary of the date of grant. In furtherance of the acquisition and commercialization of Prestalia, on July 21, 2017 we acquired from Symplmed and its wholly-owned subsidiary, Symplmed Technologies, LLC, certain of the intellectual property assets related to the patented technology platform known as DyrctAxess, also known as Total Care, that offers enhanced efficiency, control and information to empower patients, physicians and manufacturers to help achieve optimal care. The purchase price of $0.62 million has been allocated based on a preliminary estimate of the fair value of the assets acquired and is included in intangible assets as of September 30, 2017, and is subject to change. The following table summarizes the estimated fair value of the identifiable intangible asset acquired, their useful life, and method of amortization: Estimated Fair Value Estimated Useful Life (Years) Annual Amortization Expense Intangible asset from Merger $ 2,361,066 6 $ 393,511 Intangible asset - Prestalia 620,000 6 103,333 Intangible asset – DyrctAxess 75,000 6 12,500 Total $ 3,056,066 $ 509,344 The net intangible asset was $2,679,235, net of accumulated amortization of $376,831, as of September 30, 2017. Amortization expense was $327,642 and $0 for the nine months ended September 30, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 - Related Party Transactions Due to Related Party The Company and other related entities have a commonality of ownership and/or management control, and as a result, the reported operating results and /or financial position of the Company could significantly differ from what would have been obtained if such entities were autonomous. The Company has a Master Services Agreement (“MSA”) with a related party that is partly-owned by the Company’s Executive Chairman, Autotelic Inc., effective November 15, 2016. Autotelic Inc. owns less than 10% of the Company. The MSA states that Autotelic Inc. will provide business functions and services to the Company and allows Autotelic Inc. to charge the Company for these expenses paid on its behalf. The MSA includes personnel costs allocated based on amount of time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf of the Company. The MSA between Marina and Autotelic Inc. was effective on the reverse merger date of November 15, 2016. During the period commencing November 15, 2016 (the “Effective Date”) and ending on the date that the Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10 million (the “Equity Financing Date”), the Company shall pay Autotelic the following compensation: cash in an amount equal to the actual labor cost (paid on a monthly basis), plus 100% markup in warrants for shares of the Company’s common stock with a strike price equal to the fair market value of the Company’s common stock at the time said warrants are issued. The Company shall also pay Autotelic for the services provided by third party contractors plus 20% mark up. The warrant price per share will be calculated based on the Black-Scholes model. After the Equity Financing Date, the Company shall pay Autotelic Inc. a cash amount equal to the actual labor cost plus 100% mark up of provided services and 20% mark up of provided services by third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, Contract Manufacturing Organizations (“CMO”), FDA regulatory process, Contract Research Organizations (“CRO”) and Chemistry and Manufacturing Controls (“CMC”). In accordance with the MSA, Autotelic Inc. billed the Company for personnel and service expenses Autotelic Inc. incurred on behalf of the Company. For the nine months ended September 30, 2017 and 2016, Autotelic Inc. billed a total of $492,406 and $238,673, including personnel costs of $386,954 and $99,425, respectively. An unpaid balance of $382,332 is recorded as due to related party in the accompanying balance sheet as of September 30, 2017. The Company agreed to issue warrants at a future date for the remaining balance due of $388,745, which is included in accrued expenses as of September 30, 2017. Convertible Notes Payable In July 2016, IThena issued convertible promissory notes with an aggregate principal balance of $50,000 to certain related-party investors. Borrowings under each of these convertible notes bore interest at 3% per annum and these notes mature on June 30, 2018. Upon the completion of certain funding events, IThena had the right to convert the outstanding principal amount of these notes into shares of the IThena’s common stock. The notes were assumed by Autotelic Inc. on November 15, 2016 as part of its acquisition of the technology asset (IT-101). Convertible Notes Payable, Dr. Trieu In connection with the Merger, Marina entered into a Line Letter dated November 15, 2016 with Dr. Trieu, our Executive Chairman, for an unsecured line of credit in an amount not to exceed $540,000, to be used for current operating expenses. Dr. Trieu has advanced the full $540,000 under the Line Letter as of September 30, 2017 ($250,000 as of December 31, 2016). Accrued interest on the Line Letter was $19,029 and $0 as of September 30, 2017 and December 31, 2016, respectively, and is included in convertible notes payable to related parties on the accompanying balance sheets. The line of credit is currently convertible at any time into shares of the Company’s common stock at a price of $2.80 per share. Line Letter with Autotelic Inc. On April 4, 2017, the Company entered into a Line Letter with Autotelic Inc for an unsecured line of credit in an amount not to exceed $500,000, to be used for current operating expenses. Autotelic Inc. is., a stockholder of IThenaPharma that became the holder of 525,535 shares of Marina common stock as a result of the Merger, and an entity of which Dr. Trieu serves as Chairman of the Board. Autotelic Inc. was to consider requests for advances under the Line Letter until September 1, 2017. The Company and Autotelic Inc. are in discussions to extend this line letter through December 31, 2017. Autotelic Inc. shall have the right at any time for any reason in its sole and absolute discretion to terminate the line of credit available under the Line Letter or to reduce the maximum amount available thereunder without notice. Advances made under the Line Letter bear interest at the rate of five percent (5%) per annum, are evidenced by the Demand Promissory Note issued to Autotelic Inc., and are due and payable upon demand by Autotelic, Inc. The balance under the line was $92,590 as of September 30, 2017 and is included in notes to related parties on the accompanying balance sheet. As such, we currently have approximately $407,000 of available funds under this line of credit. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable Note Purchase Agreement and Amendment In June 2016, Marina entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which Marina issued to the Purchasers unsecured promissory notes in the aggregate principal amount of $300,000 (the “Notes”). Interest was to accrue on the unpaid principal balance of the Notes at the rate of 12% per annum beginning on September 20, 2016. The Notes were due and payable on June 20, 2017, provided, that, upon the closing of a financing transaction that occurs while the Notes are outstanding, each Purchaser shall have the right to either: (i) accelerate the maturity date of the Note held by such Purchaser or (ii) convert the entire outstanding principal balance under the Note held by such Purchaser and accrued interest thereon into Marina’s securities that are issued and sold at the closing of such financing transaction. In July 2017, we entered into an amendment agreement (the “Amendment Agreement”) with respect to those Notes and the warrants to purchase shares of our common stock that are currently held by the Purchasers and that were originally issued pursuant to a certain Note and Warrant Purchase Agreement dated as of February 10, 2012 by and among Marina, MDRNA Research, Inc., Cequent Pharmaceuticals, Inc. and the purchasers identified on the signature pages thereto (as amended from time to time), to, among other things, extend the maturity date of the Notes to December 31, 2017 and to extend the price protection applicable to certain of the warrants held by the Purchasers with respect to dilutive offerings afforded thereunder to February 10, 2020. Refer to our Form 10-Q for the six months ended June 30, 2017 for a more detailed discussion and additional terms for these Notes. As of September 30, 2017, the accrued interest expense on the Notes amounted to $37,500, with a total balance of principal and interest of $337,500. Note Payable – Service Provider In December 2016, we entered into an Agreement and Promissory Note with a law firm for past services performed totaling $121,523. The note calls for monthly payments of $6,000 per month, beginning with an initial payment on March 31, 2017. The note is unsecured and non-interest bearing. The note will be considered paid in full if the Company pays $100,000 by December 31, 2017. The balance due on the note was $103,523 as of September 30, 2017. Bridge Note Financing In June 2017, we issued convertible promissory notes (the “Notes”) in the aggregate principal amount of $400,000 to 10 investors pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”) that we entered into with such investors. The Notes bear interest at a rate of five percent (5%) per annum and are due and payable at any time on or after the earlier of (i) June 1, 2018 and (ii) the occurrence of an event of default (as defined in the Note Purchase Agreement). Our Executive Chairman and our Chief Science Officer were each investors in the Notes. Upon written notice delivered to us by the holders of a majority in interest of the aggregate principal amount of Notes that are outstanding at the time of such calculation (the “Majority Holders”) not more than five (5) days following the maturity date of the Notes, the Majority Holders shall have the right, but not the obligation, on behalf of themselves and all other holders of Notes, upon written notice delivered to us, to elect to convert the entire unpaid principal amount of all, but not less than all, of the Notes and the accrued and unpaid interest thereon into such number of shares of our common stock as is equal to, with respect to each Note: (x) the entire unpaid principal amount of such Note and the accrued and unpaid interest thereon on the date of the delivery of such notice by (y) $3.50. As of September 30, 2017, the accrued interest expense on the Notes amounted to $6,324, with a total balance of principal and interest of $406,324. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5 – Stockholders’ Equity Preferred Stock Marina designated 1,000 shares as Series B Preferred Stock (“Series B Preferred”) and 90,000 shares as Series A Junior Participating Preferred Stock (“Series A Preferred”). No shares of Series B Preferred or Series A Preferred are outstanding. In March 2014, Marina designated 1,200 shares as Series C Convertible Preferred Stock (“Series C Preferred”). In August 2015, Marina designated 220 shares as Series D Convertible Preferred Stock (“Series D Preferred”). Series C Preferred Each share of Series C Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $7.50 per share. In June 2015, an investor converted 90 shares of Series C Preferred into 60,000 shares of common stock with a value of $5.40 per share. In November 2015, an investor converted an additional 90 shares of Series C Preferred into 60,000 shares of common stock with a value of $3.10 per share. On September 15, 2017, an investor converted 270 shares of Series C Preferred stock into 180,000 shares of our common stock in a cashless exercise. Series D Preferred In August 2015, Marina entered into a Securities Purchase Agreement with certain investors pursuant to which Marina sold 220 shares of Series D Preferred, and warrants to purchase up to 344,000 shares of Marina’s common stock at an initial exercise price of $4.00 per share before August 2021, for an aggregate purchase price of $1.1 million. Each share of Series D Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $4.00 per share. The Series D Preferred is initially convertible into an aggregate of 275,000 shares of Marina’s common stock, subject to certain limitations and adjustments, has a 5% stated dividend rate, is not redeemable and has voting rights on an as-converted basis. In November 2015, an investor converted 50 shares of Series D Preferred into 62,500 shares of common stock. In February 2016, an investor converted 110 shares of Series D Preferred into 137,500 shares of common stock. Common Stock Our common stock currently trades on the OTCQB tier of the OTC Markets. Stock Issuances In February 2017, we entered into two privately negotiated transactions pursuant to which we issued an aggregate of 615,368 shares of our common stock for an effective price per share of $2.90 to settle aggregate liabilities of approximately $948,000, which had been reflected in accrued expenses as of December 31, 2016. In February 2017, we issued 30,000 shares of our common stock with a fair value of $1.80 per share to a consultant providing investment advisory services. In February 2017, we issued 10,000 restricted shares of our common stock with a fair value of $1.40 per share to our CEO for services. In February 2017, we entered into a Stock Purchase Agreement with LipoMedics, a related party, pursuant to which we issued to LipoMedics an aggregate of 86,207 shares of our common stock for a total purchase price of $250,000. In March 2017, we entered into a Settlement Agreement, whereby a note receivable for $45,000 was settled with a cash payment by the note holder to the Company of $14,049, the surrender of 6,000 warrants, and the surrender of 8,725 shares of common stock held by the noteholder, which were cancelled effective March 31, 2017. In April 2017, the Company entered into a Compromise and Release Agreement to settle $36,047 due to a service provider for $15,957 in cash and $20,090 of the Company’s common stock at $2.90 per share (for a total issuance of 6,928 shares). The Company issued 6,928 shares to the service provider in May 2017. In May 2017, the holders of warrants to purchase 60,944 shares of our common stock at an exercise price of $2.80 per share exercised such warrants, yielding aggregate gross proceeds to us of $170,643. In June 2017, we entered into an offer letter to hire our current Chief Commercial Officer, who was the President and Chief Executive Officer of Symplmed, which appointment became effective on June 22, 2017. We also agreed in such offer letter to issue 60,000 restricted shares of our common stock under our 2014 Long-Term Incentive Plan to our Chief Commercial Officer, with all of such shares to vest on the six (6) month anniversary of the date of grant. These shares were issued in June 2017. In August 2017, in connection with the reverse split, we issued 3,360 shares of common stock due to rounding at exchange and participant levels. In September 2017, an investor converted 270 shares of Series C Preferred stock into 180,000 shares of our common stock on a cashless basis. Warrants As of September 30, 2017, there were 2,492,945 warrants outstanding, with a weighted average exercise price of $4.40 per share, and annual expirations as follows: Expiring in 2017 - Expiring in 2018 11,383 Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring thereafter 348,733 2,492,945 On May 21, 2017, the holders of warrants to purchase 60,944 shares of our common stock at an exercise price of $2.80 per share exercised such warrants, yielding aggregate gross proceeds to us of $170,643. A total of 149,111 warrants expired in May 2017. |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Note 6 — Stock Incentive Plans Stock Options Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2016 168,811 $ 36.80 Options granted 64,600 1.70 Options expired (11 ) 5,264.00 Outstanding, September 30, 2017 233,400 26.85 Exercisable, September 30, 2017 193,100 $ 32.10 The following table summarizes additional information on Marina’s stock options outstanding at September 30, 2017: Options Outstanding Options Exercisable Range of Exercise Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.10 14,000 4.30 $ 1.00 14,000 $ 1.00 $ 0.17 - .018 64,600 4.13 1.72 24,300 1.70 $ 0.26 - 0.82 48,400 2.73 4.62 48,400 4.62 $ 1.07 - $2.20 102,150 5.74 10.73 102,150 10.73 $ 47.60 - $87.60 2,100 .69 676.00 2,100 676.00 $ 127.60 - $207.60 2,150 .69 1,582.98 2,150 1,582.98 Totals 233,400 4.53 $ 26.85 193,100 $ 32.10 Weighted-Average Exercisable Remaining Contractual Life (Years) 4.53 In January 2017, the Company granted a total of 48,600 stock options to directors and officers for services. One-half of the options vest immediately and one-half of the options vest on the one-year anniversary of the grant date. The options have an exercise price of $1.70 and a five-year term. In February 2017, the Company granted a total of 16,000 stock options to key employees for services. The options vest on the one-year anniversary of the grant date, have an exercise price of $1.80, and have a five-year term. Subsequent to the date of the financial statements, in October 2017, we appointed our Chief Financial Officer and our Chief Legal Officer. In connection with these appointments, we granted to each such officer options to purchase up to 60,000 shares of our common stock under our 2014 Long-Term Incentive Plan, with all of such options vesting and becoming exercisable on the one-year anniversary of the grant date. At September 30, 2017, we had $36,573 of total unrecognized compensation expense related to unvested stock options. Total expense related to stock options was $59,568 for the nine months ended September 30, 2017. At September 30, 2017, the intrinsic value of options outstanding or exercisable was $201,100 as there were 101,800 options outstanding with an exercise price less than $2.80, the per share closing market price of our common stock at that date. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 7 — Intellectual Property and Collaborative Agreements Novosom Agreements In July 2010, Marina entered into an agreement pursuant to which Marina acquired intellectual property for Novosom’s SMARTICLES-based liposomal delivery system. In February 2016, Marina issued Novosom 20,548 shares of common stock valued at approximately $58,000 as additional consideration under such agreement. In March 2016, Marina entered into a license agreement covering certain of Marina’s platforms for the delivery of an undisclosed genome editing technology. Under the terms of the agreement, Marina received an upfront license fee of $250,000 and could receive up to $40 million in success-based milestones. In April 2016, Marina issued Novosom 47,468 shares of common stock valued at approximately $75,000 for amounts due under this agreement. In July 2016, Marina entered into a license agreement with an undisclosed licensee that grants such licensee rights to use Marina’s technology and intellectual property to develop and commercialize products combining certain molecules with Marina’s liposomal delivery technology known as NOV582. Under the terms of this agreement, the licensee agreed to pay to us an upfront license fee in the amount of $350,000 (to be paid in installments through the end of 2017), along with milestone payments on a per-licensed-product basis and royalty payments in the low single digit percentages. As of September 30, 2016, Marina had received $50,000 per the terms of this license agreement. In November 2016, we issued 11,905 shares with a value of $15,000 to Novosom as the equity component owed under Marina’s July 2016 license agreement. Arrangements with LipoMedics In February 2017, we entered into a License Agreement (the “License Agreement”) with LipoMedics, pursuant to which, among other things, we provided to LipoMedics a license to our SMARTICLES platform for further development of Lipomedics’s proprietary phospholipid nanoparticles that can deliver protein, small molecule drugs, and peptides. These are not currently being developed at Marina and Marina has no IP around these products. On the same date, we also entered into a Stock Purchase Agreement with LipoMedics pursuant to which we issued to LipoMedics an aggregate of 86,207 shares of our common stock for a total purchase price of $250,000. Under the terms of the License Agreement, we could receive up to $90 million in success-based milestones based on commercial sales of licensed products. In addition, if LipoMedics determines to pursue further development and commercialization of products under the License Agreement, LipoMedics agreed, in connection therewith, to purchase shares of our common stock for an aggregate purchase price of $500,000, with the purchase price for each share of common stock being the greater of $2.90 or the volume weighted average price of our common stock for the thirty (30) trading days immediately preceding the date on which LipoMedics notifies us that it intends to pursue further development or commercialization of a licensed product. If LipoMedics breaches the License Agreement, we shall have the right to terminate the License Agreement effective sixty (60) days following delivery of written notice to LipoMedics specifying the breach, if LipoMedics fails to cure such material breach within such sixty (60) day period. LipoMedics may terminate the License Agreement by giving thirty (30) days’ prior written notice to us. Vuong Trieu, Ph.D., our Executive Chairman, is the Chairman of the Board and Chief Operating Officer of LipoMedics. In consideration Lipomedics agreed to the following fee schedule: 1) Evaluations License Fee. Simultaneous with the execution and delivery of the License Agreement, Lipomedics shall enter into a Stock Purchase Agreement in form and substance reasonably acceptable to Marina and Lipomedics, pursuant to which Marina will sell to Lipomedics shares of the common stock of Marina for an aggregate purchase price of $0.25 million, with the purchase price for each share of Marina common stock being $2.90. 2) Commercial License Fee. Unless the License Agreement is earlier terminated, within thirty (30) days following Lipomedics’s delivery of an Evaluation Notice advising that it intends to pursue, or cause to be pursued, further development and commercialization of Licensed Products. 3) For up to and including three Licensed Products, Lipomedics shall pay to Marina a milestone (collectively the “Sales Milestones”) of $10 million upon reaching Commercial Sales in the Territory in any given twelve month period equal to or greater than $500 million for a given Licensed Product and of $20 million upon reaching Commercial Sales in any given twelve month period equal to or greater than $1 million for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale targets are met. Arrangements with Oncotelic Inc. In July 2017, we entered into a License Agreement (the “License Agreement”) with Oncotelic, Inc. (“Oncotelic”) pursuant to which, among other things, we provided to Oncotelic a license to our SMARTICLES platform for the delivery of antisense DNA therapeutics, as well as a license to our conformationally restricted nucleotide (“CRN”) technology with respect to TGF-Beta. Under the terms of the License Agreement, Oncotelic also agreed to purchase 49,019 shares of our common stock for an aggregate purchase price of $0.25 million ($5.10 per share), with such purchase and sale to be made pursuant to a Stock Purchase Agreement to be entered into between us and Oncotelic within thirty (30) days following the date of the License Agreement. Under the terms of the License Agreement, we could receive up to $90 million in success-based milestones based on commercial sales of licensed products. In addition, if Oncotelic determines to pursue further development and commercialization of products under the License Agreement, Oncotelic agreed, in connection therewith, to purchase shares of our common stock for an aggregate purchase price of $0.5 million, with the purchase price for each share of common stock being the greater of $5.10 or the volume weighted average price of our common stock for the thirty (30) trading days immediately preceding the date on which Oncotelic notifies us that it intends to pursue further development or commercialization of a licensed product. If Oncotelic breaches the License Agreement, we shall have the right to terminate the License Agreement effective sixty (60) days following delivery of written notice to Oncotelic specifying the breach, if Oncotelic fails to cure such material breach within such sixty (60) day period. Oncotelic may terminate the License Agreement by giving thirty (30) days’ prior written notice to us. Dr. Trieu, our Executive Chairman, is the principal stockholder and Chief Executive Officer of Oncotelic. Sale of DiLA 2 In July 2017, we entered into a binding term sheet with a third-party purchaser (“Purchaser”) pursuant to which Purchaser will purchase from us the patents, know-how, agreements, records and certain other assets relating to our DiLA 2 The closing of the transaction is subject to the negotiation, execution and delivery of a definitive asset purchase agreement and Purchaser’s determination that its due diligence has been completed and has been found satisfactory, in Purchaser’s sole discretion. In the term sheet, we agreed that we will negotiate exclusively with Purchaser with respect to the sale of the DiLA 2 Pursuant to the term sheet, at any time following the closing of the transaction and prior to the payment to us of the additional $1.2 million payment, Purchaser may elect to unwind the transaction by providing written notice to such effect to us. Within thirty (30) days of Purchaser’s issuance of such notice, Purchaser shall assign the DiLA 2 We will retain an exclusive, fully paid and royalty free license to DiLA 2 2 Asset Purchase Agreement In July 2017, Marina entered into an Asset Purchase Agreement with Symplmed Pharmaceuticals LLC and its wholly-owned subsidiary Symplmed Technologies, LLC pursuant to which the Company purchased from the Sellers, for an aggregate purchase price of $75,000 in cash, certain specified assets of the Sellers relating to the Sellers’ patented technology platform known as DyrctAxess that offers enhanced efficiency, control and information to empower patients, physicians and manufacturers to help achieve optimal care (see Note 2). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Amendment to Agreement with Windlas Healthcare Private Limited On August 17, 2017, we entered into an amendment (the “Amendment”) of that certain Pharmaceutical Development Agreement dated as of March 30, 2017 by and between Windlas Healthcare Private Limited (“Windlas”) and our company (the “Development Agreement”), relating to the development by Windlas of certain pharmaceutical products to be used for conducting clinical trials or for regulatory submissions, as more fully described therein. Pursuant to the Amendment, we and Windlas agreed to amend the Development Agreement to reflect our agreement to issue to Windlas, and Windlas’ agreement to accept from us, in lieu of cash payments with respect to forty percent (40%) of the total amount reflected on invoices sent from time to time by Windlas to us, shares of our common stock having an aggregate value equal to forty percent (40%) of such invoiced amount (with the remaining portion of the invoiced amount being paid in cash). The maximum value of common stock that may be issued to Windlas pursuant to the Development Agreement (as modified by the Amendment) is $2 million. The parties also agreed that the foregoing payment arrangement would apply to any Contract Manufacturing and Supply Agreement (or similar agreement) relating to the manufacturing of commercial batches of the products covered by the Development Agreement that may be entered into between the parties. Litigation Because of the nature of the Company’s activities, the Company is subject to claims and/or threatened legal actions, which arise out of the normal course of business. Other than the disclosure below, as of the date of this filing, the Company is not aware of any pending lawsuits against the Company, its officers or directors. The Company has been named on a complaint filed in New York State as a defendant in the matter entitled Vaya Pharma, Inc. v. Symplmed Technologies, Inc., Symplmed Pharmaceuticals, Inc., Erik Emerson and Marina Biotech, Inc. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events Except for the event(s) discussed in this Note 9, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. In September 2017, we entered into an engagement letter with a financial advisor pursuant to which, among other things, we agreed to issue to such financial advisor, in partial consideration of the services to be rendered under the engagement letter, an aggregate of 500,058 shares of our common stock. The shares were issued in November 2017. In October 2017, we appointed our Chief Financial Officer and our Chief Legal Officer. In connection with these appointments, we granted to each such officer options to purchase up to 60,000 shares of our common stock under our 2014 Long-Term Incentive Plan, with all of such options vesting and becoming exercisable on the one-year anniversary of the grant date. |
Nature of Operations, Basis o16
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Significant areas requiring the use of management estimates include valuation allowance for deferred income tax assets and fair value of financial instruments. Actual results could differ materially from such estimates under different assumptions or circumstances. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We consider the fair value of cash, accounts payable, due to related parties, notes payable, notes payable to related parties, convertible notes payable and accrued liabilities not to be materially different from their carrying value. These financial instruments have short-term maturities. We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes, using the probability adjusted Black-Scholes option pricing model (“Black-Scholes”), which management has determined approximates values using more complex methods, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016: Balance at September 30, 2017 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Inputs Liabilities: Fair value liability for price adjustable warrants $ 248,068 $ - $ - $ 248,068 Derivative liability 115,271 - - 115,271 Total liabilities at fair value $ 363,339 $ - $ - $ 363,339 Balance at December 31, 2016 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Significant unobservable inputs Liabilities: Fair value liability for price adjustable warrants $ 141,723 $ - $ - $ 141,723 Total liabilities at fair value $ 141,723 $ - $ - $ 141,723 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended September 30, 2017: Fair value liability for price adjustable warrants Balance at December 31, 2016 $ 141,723 Change in fair value included in condensed consolidated statement of operations 106,345 Balance at September 30, 2017 $ 248,068 The fair value liability of price adjustable warrants for the nine months ended September 30, 2017 was determined using the probability adjusted Black-Scholes option pricing model using exercise prices of $2.80 to $7.50, stock price of $2.70, volatility of 174% to 225%, contractual lives of 0.1 to 4.1 years, and risk-free rates of 0.62% to 1.93%. The following presents activity of the derivative liability determined by Level 3 inputs for the period ended September 30, 2017: Fair value liability Balance at December 31, 2016 $ - Additions 195,943 Change in fair value included in condensed consolidated statement of operations (80,672 ) Balance at September 30, 2017 $ 115,271 The fair value liability of derivative liability for the nine months ended September 30, 2017 was determined using the binomial pricing model using exercise prices of $2.80, stock price of $2.70, volatility of 168%, contractual life of 1 year, and a risk-free rate of 1.31%. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets, at least annually, at December 31. When necessary, we record charges for impairments. Specifically: ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as acquired in-process R&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. Management determined that no impairment indicators were present and that no impairment charges were necessary as of September 30, 2017 or December 31, 2016. |
Net Income (Loss) Per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share (after giving effect of the one for ten reverse stock split) is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period, excluding any unvested restricted stock awards. Diluted net income (loss) per share includes the effect of common stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. Net income (loss) is adjusted for the dilutive effect of the change in fair value liability for price adjustable warrants, if applicable. The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Nine months ended September 30, 2017 2016 Stock options outstanding 233,400 - Warrants 2,492,945 13,917 Convertible Notes Payable 315,746 - Restricted common stock 70,000 Total 3,112,091 13,917 |
Nature of Operations, Basis o17
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize our liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016: Balance at September 30, 2017 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Inputs Liabilities: Fair value liability for price adjustable warrants $ 248,068 $ - $ - $ 248,068 Derivative liability 115,271 - - 115,271 Total liabilities at fair value $ 363,339 $ - $ - $ 363,339 Balance at December 31, 2016 Level 1 Quoted prices in active markets for identical assets Level 2 Significant other observable inputs Level 3 Significant unobservable inputs Liabilities: Fair value liability for price adjustable warrants $ 141,723 $ - $ - $ 141,723 Total liabilities at fair value $ 141,723 $ - $ - $ 141,723 |
Schedule of Fair Value Liability of Price Adjustable Warrants Determined by Level 3 | The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the period ended September 30, 2017: Fair value liability for price adjustable warrants Balance at December 31, 2016 $ 141,723 Change in fair value included in condensed consolidated statement of operations 106,345 Balance at September 30, 2017 $ 248,068 |
Schedule of Fair Value of Derivative Liability Determined by Level 3 | The following presents activity of the derivative liability determined by Level 3 inputs for the period ended September 30, 2017: Fair value liability Balance at December 31, 2016 $ - Additions 195,943 Change in fair value included in condensed consolidated statement of operations (80,672 ) Balance at September 30, 2017 $ 115,271 |
Schedule of Anti-dilutive Securities | The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Nine months ended September 30, 2017 2016 Stock options outstanding 233,400 - Warrants 2,492,945 13,917 Convertible Notes Payable 315,746 - Restricted common stock 70,000 Total 3,112,091 13,917 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Merger Agreement Based on Common Stock Outstanding | The number of shares of common stock Marina issued to IThena stockholders is calculated pursuant to the terms of the Merger Agreement based on Marina common stock outstanding as of November 15, 2016, as follows (retroactively adjusted for the 1 for 10 reverse stock split in August 2017): Shares of Marina common stock outstanding as of November 15, 2016 3,137,855 Divided by the percentage of Marina ownership of combined company 35 % Adjusted total shares of common stock of combined company 8,977,138 Multiplied by the assumed percentage of IThena ownership of combined company 65 % Shares of Marina common stock issued to IThena upon closing of transaction 5,839,283 |
Schedule Estimate of Fair Value of Assets Acquired and Liabilities | The purchase price as of September 30, 2017 has been allocated based on a preliminary estimate of the fair value of assets acquired and liabilities assumed: Assets and Liabilities Acquired: Cash $ 5,867 Net current liabilities assumed (excluding cash) (1,871,725 ) Identifiable intangible assets 2,361,066 Debt (326,037 ) Net assets acquired 169,171 Goodwill 3,502,829 Purchase price $ 3,672,000 |
Schedule of Intangible Assets | The following table summarizes the estimated fair value of the identifiable intangible asset acquired, their useful life, and method of amortization: Estimated Fair Value Estimated Useful Life (Years) Annual Amortization Expense Intangible asset from Merger $ 2,361,066 6 $ 393,511 Intangible asset - Prestalia 620,000 6 103,333 Intangible asset – DyrctAxess 75,000 6 12,500 Total $ 3,056,066 $ 509,344 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Warrant Activity | As of September 30, 2017, there were 2,492,945 warrants outstanding, with a weighted average exercise price of $4.40 per share, and annual expirations as follows: Expiring in 2017 - Expiring in 2018 11,383 Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring thereafter 348,733 2,492,945 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2016 168,811 $ 36.80 Options granted 64,600 1.70 Options expired (11 ) 5,264.00 Outstanding, September 30, 2017 233,400 26.85 Exercisable, September 30, 2017 193,100 $ 32.10 |
Schedule of Summary of Additional Information On Stock Options Outstanding | The following table summarizes additional information on Marina’s stock options outstanding at September 30, 2017: Options Outstanding Options Exercisable Range of Exercise Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.10 14,000 4.30 $ 1.00 14,000 $ 1.00 $ 0.17 - .018 64,600 4.13 1.72 24,300 1.70 $ 0.26 - 0.82 48,400 2.73 4.62 48,400 4.62 $ 1.07 - $2.20 102,150 5.74 10.73 102,150 10.73 $ 47.60 - $87.60 2,100 .69 676.00 2,100 676.00 $ 127.60 - $207.60 2,150 .69 1,582.98 2,150 1,582.98 Totals 233,400 4.53 $ 26.85 193,100 $ 32.10 |
Nature of Operations, Basis o21
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accumulated deficit | $ 5,177,237 | $ 1,951,082 |
Negative working capital | 4,551,207 | |
Line of credit | $ 80,410 | |
Warrants [Member] | ||
Stock price | $ 2.70 | |
Warrants [Member] | Minimum [Member] | ||
Fair value of exercise price per share | $ 2.80 | |
Fair value of volatility rate | 174.00% | |
Fair value of contractual lives | 1 month 6 days | |
Fair value of risk free rates | 0.62% | |
Warrants [Member] | Maximum [Member] | ||
Fair value of exercise price per share | $ 7.50 | |
Fair value of volatility rate | 225.00% | |
Fair value of contractual lives | 4 years 4 months 28 days | |
Fair value of risk free rates | 1.93% | |
Derivative Liability [Member] | ||
Fair value of exercise price per share | $ 2.80 | |
Stock price | $ 2.70 | |
Fair value of volatility rate | 168.00% | |
Fair value of contractual lives | 1 year | |
Fair value of risk free rates | 1.31% | |
Autotelic Inc [Member] | ||
Line of credit | $ 500,000 | |
Line credit used amount | 92,590 | |
Line of credit available funds | 407,000 | |
Autotelic Inc [Member] | December 31, 2017 [Member] | ||
Line of credit | 500,000 | |
Line credit used amount | 92,590 | |
Line of credit available funds | $ 407,000 |
Nature of Operations, Basis o22
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Fair value liability for price adjustable warrants | $ 248,068 | $ 141,723 |
Derivative liability | 115,271 | |
Total liabilities at fair value | 363,339 | 141,723 |
Level 1 Quoted Prices in Active Markets for Identical Assets [Member] | ||
Fair value liability for price adjustable warrants | ||
Derivative liability | ||
Total liabilities at fair value | ||
Level 2 Significant Other Observable Inputs[Member] | ||
Fair value liability for price adjustable warrants | ||
Derivative liability | ||
Total liabilities at fair value | ||
Level 3 Significant Unobservable Inputs [Member] | ||
Fair value liability for price adjustable warrants | 248,068 | 141,723 |
Derivative liability | 115,271 | |
Total liabilities at fair value | $ 363,339 | $ 141,723 |
Nature of Operations, Basis o23
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Fair Value Liability of Price Adjustable Warrants Determined by Level 3 (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Balance | $ 141,723 | |||
Change in fair value included in consolidated statement of operations | $ (7,442) | 106,345 | ||
Balance | $ 248,068 | $ 248,068 |
Nature of Operations, Basis o24
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Fair Value of Derivative Liability Determined by Level 3 (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Nature Of Operations Basis Of Presentation And Significant Accounting Policies - Schedule Of Fair Value Of Derivative Liability Determined By Level 3 Details | |
Balance | |
Additions | 195,943 |
Change in fair value included in condensed consolidated statement of operations | (80,672) |
Balance | $ 115,271 |
Nature of Operations, Basis o25
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Anti-dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Anti-dilutive securities | 3,112,091 | 13,917 |
Convertible Notes Payable [Member] | ||
Anti-dilutive securities | 315,746 | |
Restricted Common Stock [Member] | ||
Anti-dilutive securities | 70,000 | |
Warrants [Member] | ||
Anti-dilutive securities | 2,492,945 | 13,917 |
Stock Options Outstanding [Member] | ||
Anti-dilutive securities | 233,400 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Nov. 15, 2016 | Aug. 31, 2017 | Jun. 30, 2017 | Nov. 30, 2016 | Jul. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | May 21, 2017 | Dec. 31, 2016 |
Common stock, issued | 10,021,220 | 10,021,220 | 10,021,220 | 8,977,138 | ||||||||
Reserve stock split description | (5,839,283 shares after adjustment for the Companys 1 for 10 reverse stock split in August 2017) | |||||||||||
Reserve stock split shares | 5,839,283 | |||||||||||
Warrants to purchase shares of common stock | 60,127 | |||||||||||
Purchase price of reserve merger consideration | $ 375,000 | |||||||||||
Goodwill | $ 3,502,829 | 3,502,829 | $ 3,502,829 | $ 3,558,076 | ||||||||
Fair value of the assets acquired | 620,000 | |||||||||||
Intangible asset | 2,679,235 | 2,679,235 | 2,679,235 | |||||||||
Accumulated amortization of intangible assets | 376,831 | 376,831 | 376,831 | |||||||||
Amortization | $ 123,038 | $ 327,642 | ||||||||||
Chief Commercial Officer [Member] | ||||||||||||
Number of restricted shares of common stock | 60,000 | |||||||||||
2014 Long-Term Incentive Plan [Member] | Chief Commercial Officer [Member] | ||||||||||||
Number of restricted shares of common stock | 60,000 | |||||||||||
IthenaPharma Inc [Member] | ||||||||||||
Common stock, issued | 58,392,828 | |||||||||||
Reserve stock split description | retroactively adjusted for the 1 for 10 reverse stock split | |||||||||||
Ownership percentage of issued and outstanding shares | 65.00% | |||||||||||
Warrants to purchase shares of common stock | 30,000 | |||||||||||
Maximum percentage of subsequent to the merger | 50.00% | |||||||||||
Purchase price of reserve merger consideration | $ 3,700,000 | |||||||||||
Estimated purchase allocation goodwill valuation | $ 55,246 | $ 1,238,000 | ||||||||||
Novosom Verwaltungs GmbH [Member] | ||||||||||||
Common stock issued during period shares | 150,000 | |||||||||||
Novosom Verwaltungs GmbH [Member] | July 2010 Asset Purchase Agreement [Member] | ||||||||||||
Common stock issued during period, value | $ 15,000 | |||||||||||
Novosom Verwaltungs GmbH [Member] | July 2016 License Agreement [Member] | ||||||||||||
Common stock issued during period shares | 11,905 | |||||||||||
Common stock issued during period, value | $ 15,000 | |||||||||||
Symplmed Pharmaceuticals LLC [Member] | Purchase Agreement [Member] | ||||||||||||
Purchase consideration | $ 620,000 | |||||||||||
Payment to acquire business | 400,000 | |||||||||||
Liabilities assumed | $ 320,000 |
Intangible Assets - Schedule Me
Intangible Assets - Schedule Merger Agreement Based on Common Stock Outstanding (Details) - shares | Sep. 30, 2017 | Dec. 31, 2016 | Nov. 15, 2016 |
Shares of Marina common stock outstanding as of November 15, 2016 | 10,021,220 | 8,977,138 | |
Shares of Marina common stock issued to IThena upon closing of transaction | 10,021,220 | 8,977,138 | |
Merger Agreement [Member] | |||
Shares of Marina common stock outstanding as of November 15, 2016 | 3,137,855 | ||
Divided by the percentage of Marina ownership of combined company | 35.00% | ||
Adjusted total shares of common stock of combined company | 8,977,138 | ||
Multiplied by the assumed percentage of IThena ownership of combined company | 65.00% | ||
Shares of Marina common stock issued to IThena upon closing of transaction | 5,839,283 |
Intangible Assets - Schedule Es
Intangible Assets - Schedule Estimate of Fair Value of Assets Acquired and Liabilities (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cash | $ 5,867 | |
Net current liabilities assumed (excluding cash) | (1,871,725) | |
Identifiable intangible assets | 2,361,066 | |
Debt | (326,037) | |
Net assets acquired | 169,171 | |
Goodwill | 3,502,829 | $ 3,558,076 |
Purchase price | $ 3,672,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Estimated Fair Value, Intangible assets | $ 3,056,066 |
Annual Amortization Expense, Intangible assets | 509,344 |
Merger [Member] | |
Estimated Fair Value, Intangible assets | $ 2,361,066 |
Estimated Useful Life, Intangible assets | 6 years |
Annual Amortization Expense, Intangible assets | $ 393,511 |
Prestalia [Member] | |
Estimated Fair Value, Intangible assets | $ 620,000 |
Estimated Useful Life, Intangible assets | 6 years |
Annual Amortization Expense, Intangible assets | $ 103,333 |
DyrctAxess [Member] | |
Estimated Fair Value, Intangible assets | $ 75,000 |
Estimated Useful Life, Intangible assets | 6 years |
Annual Amortization Expense, Intangible assets | $ 12,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 04, 2017 | Jul. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Nov. 15, 2016 |
Due to related party | $ 382,332 | $ 83,166 | ||||
Warrants issued for remaining debt amount | 388,745 | |||||
Line of credit | 80,410 | |||||
Notes payable to related parties | 103,523 | |||||
Line of Credit [Member] | ||||||
Notes payable to related parties | 92,590 | |||||
Line of credit available funds | 407,000 | |||||
Chairman Of Board [Member] | Line Letter [Member] | ||||||
Line of credit maximum borrowing capacity | $ 540,000 | |||||
Line of credit conversion price per share | $ 2.80 | |||||
Trieu [Member] | Line Letter [Member] | ||||||
Line of credit maximum borrowing capacity | $ 500,000 | |||||
Line of credit | 540,000 | 250,000 | ||||
Line of credit interest | 19,029 | $ 0 | ||||
Number of common stock issued for merger | 525,535 | |||||
Line of credit bears interest rate | 5.00% | |||||
IthenaPharma Inc [Member] | Investor [Member] | ||||||
Debt instrument face amount | $ 50,000 | |||||
Debt instrument interest rate | 3.00% | |||||
Debt instrument maturity date | Jun. 30, 2018 | |||||
Autotelic [Member] | ||||||
Billed expenses | 492,406 | $ 238,673 | ||||
Personnel cost | $ 386,954 | $ 99,425 | ||||
Master Services Agreement [Member] | ||||||
Ownership interest | 10.00% | |||||
Proceeds from common or preferred stock, gross | $ 10,000,000 | |||||
Compensation description | After the Equity Financing Date, the Company shall pay Autotelic a cash amount equal to the actual labor cost plus 100% mark up of provided services and 20% mark up of provided services by third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, Contract Manufacturing Organizations (CMO), U.S. Food & Drug Administration (FDA) regulatory process, Contract Research Organizations (CRO) and Chemistry and Manufacturing Controls (CMC). | |||||
Master Services Agreement [Member] | Related Party [Member] | ||||||
Service provider percentage | 20.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Jun. 30, 2017 |
Accrued interest expenses | $ 37,500 | ||||
Notes payable | 337,500 | ||||
Notes payable to related party | 103,523 | ||||
Promissory Note [Member] | |||||
Debt instrument face amount | $ 121,523 | ||||
Debt periodic payment | $ 6,000 | ||||
Promissory Note [Member] | December 31, 2017 [Member] | |||||
Payments on debt | $ 100,000 | ||||
Notes Payable [Member] | |||||
Accrued interest expenses | 6,324 | ||||
Convertible note payable | $ 406,324 | ||||
Asset Purchase Agreement [Member] | |||||
Debt instrument face amount | $ 300,000 | ||||
Debt instrument interest rate | 12.00% | ||||
Debt instrument maturity date | Jun. 20, 2017 | ||||
Note Purchase Agreement [Member] | 10 Investors [Member] | |||||
Debt instrument face amount | $ 400,000 | ||||
Debt instrument interest rate | 5.00% | ||||
Debt conversion price per share | $ 3.50 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 15, 2017 | May 21, 2017 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Sep. 30, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Feb. 29, 2016 | Nov. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2014 |
Common stock, par value | $ 60,127 | $ 60,127 | $ 53,863 | |||||||||||||||||||
Conversion of stock, shares converted | 2.90 | |||||||||||||||||||||
Issuance of common stock, shares | 47,468 | 20,548 | 6,928 | |||||||||||||||||||
Warrants to purchase of common stock shares | 60,127 | |||||||||||||||||||||
Common stock exercise price, per share | $ 2.80 | |||||||||||||||||||||
Proceeds from exercise price of warrants to common stock | $ 170,643 | $ 170,643 | ||||||||||||||||||||
Debt instruments conversion into shares | 615,368 | |||||||||||||||||||||
Debt instruments conversion into shares, value | $ 948,000 | |||||||||||||||||||||
Number of common stock issued for service | 6,928 | |||||||||||||||||||||
Fair value of price per share | $ 2.90 | |||||||||||||||||||||
Due to related parties | $ 36,047 | |||||||||||||||||||||
Payment of cash | $ 8,676 | $ 15,957 | $ 8,676 | $ 105,347 | $ 15,705 | $ 261,848 | ||||||||||||||||
Warrants outstanding | 149,111 | 2,492,945 | 2,492,945 | |||||||||||||||||||
Weighted average exercise price | $ 4.40 | |||||||||||||||||||||
Warrants expire date | May 2,017 | |||||||||||||||||||||
Holders [Member] | ||||||||||||||||||||||
Warrants to purchase of common stock shares | 60,944 | |||||||||||||||||||||
Common stock exercise price, per share | $ 2.80 | |||||||||||||||||||||
Chief Commercial Officer [Member] | ||||||||||||||||||||||
Number of restricted shares of common stock | 60,000 | |||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||
Notes receivable | $ 45,000 | |||||||||||||||||||||
Number of amount surrendered | $ 14,049 | |||||||||||||||||||||
Number of warrants surrendered | 6,000 | |||||||||||||||||||||
Number of common stock surrendered | 8,725 | |||||||||||||||||||||
Investment Advisory [Member] | ||||||||||||||||||||||
Number of common stock issued for service | 30,000 | |||||||||||||||||||||
Fair value of price per share | $ 1.80 | |||||||||||||||||||||
CEO Services [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Number of common stock issued for service | 10,000 | |||||||||||||||||||||
Fair value of price per share | $ 1.40 | |||||||||||||||||||||
Lipo Medics [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||
Sale of stock, shares | 86,207 | |||||||||||||||||||||
Sale of stock transaction, value | $ 250,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock designated, shares | 1,000 | 1,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock designated, shares | 90,000 | 90,000 | ||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock designated, shares | 1,200 | |||||||||||||||||||||
Common stock, par value | $ 5,000 | |||||||||||||||||||||
Common stock at a conversion price, per share | $ 7.50 | |||||||||||||||||||||
Series C Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||||||
Common stock at a conversion price, per share | $ 3.10 | $ 3.10 | $ 5.40 | |||||||||||||||||||
Conversion of stock, shares converted | 270 | 270 | 90 | 90 | ||||||||||||||||||
Issuance of common stock, shares | 180,000 | 180,000 | 60,000 | 60,000 | ||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock designated, shares | 220 | |||||||||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Common stock, par value | $ 5,000 | |||||||||||||||||||||
Common stock at a conversion price, per share | $ 4 | |||||||||||||||||||||
Issuance of common stock, shares | 275,000 | |||||||||||||||||||||
Sale of stock, shares | 220 | |||||||||||||||||||||
Warrants to purchase of common stock shares | 344,000 | |||||||||||||||||||||
Common stock exercise price, per share | $ 4 | |||||||||||||||||||||
Proceeds from exercise price of warrants to common stock | $ 1,100,000 | |||||||||||||||||||||
Preferred stock stated dividend rate | 5.00% | |||||||||||||||||||||
Series D Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||||||
Conversion of stock, shares converted | 50 | 110 | ||||||||||||||||||||
Issuance of common stock, shares | 62,500 | 137,500 | ||||||||||||||||||||
Reverse Split [Member] | ||||||||||||||||||||||
Issuance of common stock, shares | 3,360 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2017shares | |
Equity [Abstract] | |
Expiring in 2017 | |
Expiring in 2018 | 11,383 |
Expiring in 2019 | 600,000 |
Expiring in 2020 | 1,189,079 |
Expiring in 2021 | 343,750 |
Expiring thereafter | 348,733 |
Total | 2,492,945 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) | Jan. 02, 2017 | Jan. 31, 2017 | Sep. 30, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Weighted-average exercisable remaining contractual life (years) | 4 years 6 months 10 days | ||||
Stock option granted during the period | 64,600 | ||||
Stock option unrecognized compensation expense | $ 36,573 | ||||
Stock option expenses | 59,568 | ||||
Stock option outstanding, intrinsic value | $ 201,100 | ||||
Option outstanding | 233,400 | 168,811 | |||
Stock option outstanding exercise price | $ 2.80 | ||||
2014 Long-Term Incentive Plan [Member] | October 2017 [Member] | Maximum [Member] | |||||
Stock option weighted average period term | 1 year | ||||
Options to purchase, shares | 60,000 | ||||
Employee Stock Option [Member] | |||||
Option outstanding | 101,800 | ||||
Director and Officers [Member] | |||||
Stock option granted during the period | 48,600 | ||||
Options to purchase exercise price, per share | $ 1.70 | ||||
Stock option weighted average period term | 5 years | ||||
key Employees [Member] | |||||
Stock option granted during the period | 16,000 | ||||
Options to purchase exercise price, per share | $ 1.80 | ||||
Stock option weighted average period term | 5 years |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Outstanding Beginning, Shares | shares | 168,811 |
Options Outstanding, granted | shares | 64,600 |
Options Outstanding, expired | shares | (11) |
Options Outstanding Ending, Shares | shares | 233,400 |
Options Outstanding Exercisable, Shares | shares | 193,100 |
Options Outstanding Weighted Average Exercise Price, Beginning | $ / shares | $ 36.80 |
Options Outstanding Weighted Average Exercise Price, granted | $ / shares | 1.70 |
Options Outstanding Weighted Average Exercise Price, expired | $ / shares | 5,264 |
Options Outstanding Weighted Average Exercise Price, Ending | $ / shares | 26.85 |
Options Outstanding Exercisable Weighted Average Exercise Price | $ / shares | $ 32.10 |
Stock Incentive Plans - Sched36
Stock Incentive Plans - Schedule of Summary of Additional Information On Stock Options Outstanding (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Options Outstanding, Shares | shares | 233,400 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 6 months 10 days |
Options Outstanding Weighted Average Exercise Price | $ 26.86 |
Number of Option Exercisable, Shares | shares | 193,100 |
Options Exercisable Weighted Average Exercise Price | $ 32.10 |
Range One [Member] | |
Range of Exercise Prices, Upper | $ 0.10 |
Number of Options Outstanding, Shares | shares | 14,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 3 months 19 days |
Options Outstanding Weighted Average Exercise Price | $ 1 |
Number of Option Exercisable, Shares | shares | 14,000 |
Options Exercisable Weighted Average Exercise Price | $ 1 |
Range Two [Member] | |
Range of Exercise Prices, Lower | 0.17 |
Range of Exercise Prices, Upper | $ 0.18 |
Number of Options Outstanding, Shares | shares | 64,600 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 1 month 16 days |
Options Outstanding Weighted Average Exercise Price | $ 1.72 |
Number of Option Exercisable, Shares | shares | 24,300 |
Options Exercisable Weighted Average Exercise Price | $ 1.70 |
Range Three [Member] | |
Range of Exercise Prices, Lower | 0.26 |
Range of Exercise Prices, Upper | $ 0.82 |
Number of Options Outstanding, Shares | shares | 48,400 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 2 years 8 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 4.62 |
Number of Option Exercisable, Shares | shares | 48,400 |
Options Exercisable Weighted Average Exercise Price | $ 4.62 |
Range Four [Member] | |
Range of Exercise Prices, Lower | 1.07 |
Range of Exercise Prices, Upper | $ 2.20 |
Number of Options Outstanding, Shares | shares | 102,150 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 5 years 8 months 26 days |
Options Outstanding Weighted Average Exercise Price | $ 10.73 |
Number of Option Exercisable, Shares | shares | 102,150 |
Options Exercisable Weighted Average Exercise Price | $ 10.73 |
Range Five [Member] | |
Range of Exercise Prices, Lower | 47.60 |
Range of Exercise Prices, Upper | $ 87.60 |
Number of Options Outstanding, Shares | shares | 2,100 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 8 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 676 |
Number of Option Exercisable, Shares | shares | 2,100 |
Options Exercisable Weighted Average Exercise Price | $ 676 |
Range Six [Member] | |
Range of Exercise Prices, Lower | 127.60 |
Range of Exercise Prices, Upper | $ 207.60 |
Number of Options Outstanding, Shares | shares | 2,150 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 8 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 1,582.98 |
Number of Option Exercisable, Shares | shares | 2,150 |
Options Exercisable Weighted Average Exercise Price | $ 1,582.98 |
Intellectual Property and Col37
Intellectual Property and Collaborative Agreements (Details Narrative) - USD ($) | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Jul. 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Nov. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Sale of common stock to related party, shares | 47,468 | 20,548 | 6,928 | ||||||||
Sale of common stock to related party | $ 75,000 | $ 58,000 | $ 250,000 | ||||||||
License fee | $ 350,000 | 250,000 | |||||||||
License and success-based milestones | $ 40,000,000 | ||||||||||
Number of value issued for equity components | $ 74,895 | ||||||||||
Sale of stock price per share | $ 2.90 | ||||||||||
Payment of sale of assets | $ 1,200,000 | ||||||||||
Oncotelic, Inc. [Member] | |||||||||||
Purchase price | 500,000 | ||||||||||
Third Party Purchaser[Member] | |||||||||||
Payment of sale of assets | 300,000 | ||||||||||
Third Party Purchaser[Member] | Maximum [Member] | |||||||||||
Proceeds from sale of assets | $ 15,000,000 | ||||||||||
License Agreement [Member] | |||||||||||
Accounts receivable | $ 50,000 | $ 50,000 | |||||||||
Number of shares issued for equity components | 11,905 | ||||||||||
Number of value issued for equity components | $ 15,000 | ||||||||||
License Agreement [Member] | Oncotelic, Inc. [Member] | |||||||||||
Purchase price, shares | 49,019 | ||||||||||
Purchase price | $ 250,000 | ||||||||||
Sale of stock price per share | $ 5.10 | ||||||||||
Commercial sales of licensed products | $ 90,000,000 | ||||||||||
License Agreement [Member] | Lipo Medics [Member] | |||||||||||
Sale of common stock to related party | $ 500,000 | ||||||||||
Number of shares issued for equity components | 86,207 | ||||||||||
Number of value issued for equity components | $ 250,000 | ||||||||||
Revenue recognition, milestone method, milestone | $ 90,000,000 | ||||||||||
Weighted average price per share | $ 2.90 | ||||||||||
Intellectual property collaboration description | In consideration Lipomedics agreed to the following fee schedule: 1) Evaluations License Fee. Simultaneous with the execution and delivery of the License Agreement, Lipomedics shall enter into a Stock Purchase Agreement in form and substance reasonably acceptable to Marina and Lipomedics, pursuant to which Marina will sell to Lipomedics shares of the common stock of Marina for an aggregate purchase price of $0.25 million, with the purchase price for each share of Marina common stock being $2.90. 2) Commercial License Fee. Unless the License Agreement is earlier terminated, within thirty (30) days following Lipomedicss delivery of an Evaluation Notice advising that it intends to pursue, or cause to be pursued, further development and commercialization of Licensed Products. 3) For up to and including three Licensed Products, Lipomedics shall pay to Marina a milestone (collectively the Sales Milestones) of $10 million upon reaching Commercial Sales in the Territory in any given twelve month period equal to or greater than $500 million for a given Licensed Product and of $20 million upon reaching Commercial Sales in any given twelve month period equal to or greater than $1 million for such Licensed Product, such payments to be made within thirty (30) days following the month in which such Commercial Sale targets are met. | ||||||||||
Purchase Agreement [Member] | Symplmed Pharmaceuticals LLC [Member] | |||||||||||
Purchase price | $ 75,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - shares | Apr. 30, 2016 | Feb. 29, 2016 | Apr. 30, 2017 | Sep. 30, 2017 |
Issuance of common stock, shares | 47,468 | 20,548 | 6,928 | |
Pharmaceutical Development Agreement [Member] | ||||
Commitments, description | The Amendment, we and Windlas agreed to amend the Development Agreement to reflect our agreement to issue to Windlas, and Windlas agreement to accept from us, in lieu of cash payments with respect to forty percent (40%) of the total amount reflected on invoices sent from time to time by Windlas to us, shares of our common stock having an aggregate value equal to forty percent (40%) of such invoiced amount (with the remaining portion of the invoiced amount being paid in cash). | |||
Cash payments percentage | 40.00% | |||
Pharmaceutical Development Agreement [Member] | Maximum [Member] | ||||
Issuance of common stock, shares | 2,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2017 | May 31, 2017 | Sep. 30, 2017 | |
Number of common stock issued for service | 6,928 | ||
Subsequent Event [Member] | |||
Number of common stock issued for service | 500,058 | ||
Subsequent Event [Member] | Maximum [Member] | 2014 Long-Term Incentive Plan [Member] | |||
Options to purchase, shares | 60,000 | ||
Stock option exercisable term | 1 year |