Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 17, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Marina Biotech, Inc. | |
Entity Central Index Key | 737,207 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,852,283 | |
Trading Symbol | MRNA | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 47,768 | $ 106,378 |
Prepaid expenses and other assets | 99,136 | 18,565 |
Total current assets | 146,904 | 124,943 |
Intangible assets, net of amortization | 2,432,713 | 2,555,974 |
Goodwill | 3,502,829 | 3,502,829 |
Total noncurrent assets | 5,935,542 | 6,058,803 |
Total assets | 6,082,446 | 6,183,746 |
Current liabilities | ||
Accounts payable | 1,462,259 | 1,033,353 |
Accrued expenses | 1,187,185 | 1,139,369 |
Due to related party | 1,656,042 | 1,336,518 |
Accrued fee payable | 320,000 | 320,000 |
Deferred revenue | 200,000 | |
Notes payable | 453,223 | 444,223 |
Notes payable - related parties | 1,597,784 | 1,462,040 |
Total current liabilities | 6,876,493 | 5,735,503 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 10,521,728 shares issued and outstanding as of March 31,2018 and December 31, 2017, respectively | 63,127 | 63,127 |
Additional paid-in capital | 8,532,702 | 8,413,823 |
Accumulated deficit | (9,389,876) | (8,028,707) |
Total stockholders' equity | (794,047) | 448,243 |
Total liabilities and stockholders' equity | 6,082,446 | 6,183,746 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value; 100,000 shares authorized | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value; 100,000 shares authorized |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 10,521,728 | 10,521,728 |
Common stock, shares outstanding | 10,521,728 | 10,521,728 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, liquidation preference value | $ 5,100 | $ 5,100 |
Preferred stock, shares issued | 750 | 750 |
Preferred stock, shares outstanding | 750 | 750 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, liquidation preference value | $ 300 | $ 300 |
Preferred stock, shares issued | 60 | 60 |
Preferred stock, shares outstanding | 60 | 60 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses | ||
Research and development | $ 173,256 | $ 73,431 |
General and administrative | 919,908 | 795,444 |
Amortization | 123,261 | 98,378 |
Total operating expenses | 1,216,425 | 967,253 |
Loss from operations | (1,216,425) | (967,253) |
Other expense | ||
Interest expense | (144,744) | (11,653) |
Change in fair value liability of warrants | (103,072) | |
Total other income (expense), net | (144,744) | (114,725) |
Loss before provision for income taxes | (1,361,169) | (1,081,978) |
Provision for income taxes | 800 | |
Net loss | $ (1,361,169) | $ (1,082,778) |
Net loss per share – basic and diluted | $ (0.13) | $ (0.12) |
Weighted average shares outstanding | 10,521,278 | 9,407,340 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (1,361,169) | $ (1,082,778) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 118,879 | 62,240 |
Common shares issued to third party for services | 54,000 | |
Amortization of intangibles | 123,261 | 98,378 |
Non-cash interest expense | 144,744 | |
Deferred revenue | 200,000 | |
Change in fair value liabilities for price adjustable warrants | 103,072 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (80,571) | (4,947) |
Accounts payable | 428,906 | 10,742 |
Accrued expenses | 47,816 | 278,156 |
Due to related party | 319,524 | 117,167 |
Net Cash Used in Operating Activities | (58,610) | (363,970) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock to related party | 250,000 | |
Proceeds from convertible notes due to related parties, net | 225,064 | |
Net Cash Provided by Financing Activities | 475,064 | |
Net increase (decrease) in cash | (58,610) | 111,094 |
Cash – Beginning of Period | 106,378 | 105,347 |
Cash - End of Period | 47,768 | 216,441 |
Supplementary Cash Flow Information: | ||
Income taxes paid | 800 | |
Interest paid | ||
Non-cash Investing and Financing Activities: | ||
Common stock issued for accounts payable | 947,930 | |
Return of common stock for note receivable | $ 31,404 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
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® (Prestalia), a single-pill fixed dose combination of perindopril argenine, an angiotensin-converting-enzyme (“ACE”) inhibitor and amlodipine besylate, a calcium channel blocker (“CCB”), which has been approved by the U.S. Food and Drug Administration (“FDA”) and is 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. As reported in our Annual Report on Form 10-K, in April 2018, we raised in excess of $10 million, net of fees and expenses, from a private placement of our newly created Series E Convertible Preferred Stock (See Recent Developments: Series E Convertible Preferred Share Private Placement Offering below). Further, in May 2018, we raised an additional $2 million, net of fees and expenses, from the private placement. The use of funds from the raise will primarily be on the commercialization of Prestalia, funding working capital, capital expenditure needs, payment of certain liabilities and other general corporate requirements. For the development of IT-102 and IT-103, we will seek partners or raise additional funds to advance the development programs. 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 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 Stock Split In August 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 and Notes to the Consolidated 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, 2017, included in our 2017 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 three months ended March 31, 2018 are not necessarily indicative of the results for the year ending December 31, 2018 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 March 31, 2018, we had a significant accumulated deficit of approximately $9 million and a negative working capital of approximately $7 million. 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 for Prestalia, 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, cash generated from the outlicensing or sale of our licensed assets 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 April 2018, we raised over $10 million net proceeds from a private placement of shares of our Series E Convertible Preferred Stock, and warrants to purchase shares of our common stock. Further, in May 2018, we raised an additional $2 million net proceeds from the same private placement. For our assessment as of March 31, 2018, we have considered the amount raised and we believe that the $12 million will provide us the ability to continue as a going concern for one year from the issuance date of this Form 10-Q. We may continue to attempt 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, legal contingencies 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. There were no liabilities measured at fair value as of March 31, 2018 or December 31, 2017. 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 March 31, 2018 or December 31, 2017. Revenue Recognition The Company has adopted the scope and in accordance with ASC 606, Revenue from Contracts with Customers The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606, Revenue from Contracts with Customers In terms of licensing agreements entered into by the Company, they typically include payment of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. Amounts received prior to satisfying the revenue recognition criteria are recorded as contract liabilities in the Company’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s consolidated balance sheets. If the Company expects to have an unconditional right to receive the consideration in the next twelve months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling prices. The relative selling price for each deliverable is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the deliverable. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations, estimating the transaction price, estimating the stand-alone selling prices of identified performance obligations, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success, and estimating the progress towards satisfaction of performance obligations. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the provisions of ASU 2014-09, entities should recognize revenue in an amount that reflects the consideration to which they expect to be entitled to in exchange for goods and services provided. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017. The Company adopted the provisions of this standard effective January 1, 2018. 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: Three months ended March 31, 2018 2017 Stock options outstanding 764,707 233,400 Warrants 2,548,481 2,703,000 Shares to be issued upon conversion of notes payable 323,404 171,612 Total 3,636,592 3,108,012 Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 2 – Intangible Assets Acquisition of Prestalia & Dyrct Axess 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 $620,000 (consisting of $300,000 in cash plus the assumption of certain liabilities of Symplmed in the amount of approximately $320,000), 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 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. The purchase price of $620,000 has been allocated based on a preliminary estimate of the fair value of the assets acquired and is included in intangible assets as of December 31, 2017 and is subject to change. Further, we hired our current Chief Commercial Officer, who was the President and Chief Executive Officer of Symplmed, which appointment became effective in June 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 vesting on the six (6) month anniversary of the date of grant. These shares were fully vested on December 31, 2017. In furtherance of the acquisition and commercialization of Prestalia, in July 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 for $75,000 in cash. 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 6.0 $ 393,511 Intangible asset - Prestalia 620,000 6.6 94,177 Intangible asset – DyrctAxess 75,000 14.0 5,357 Total $ 3,056,066 $ 493,045 The net intangible asset was $2,432,713, net of accumulated amortization of $623,353, as of March 31, 2018. Amortization expense was $123,261 and $98,378 for the three months ended March 31, 2018 and 2017, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
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 and Interim CEO, Autotelic Inc., effective November 15, 2016. Autotelic Inc. currently owns less than 5% 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. 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 three months ended March 31, 2018 and 2017, Autotelic Inc. billed a total of $256,997 and $213,103, including personnel costs of $133,633 and $158,140, respectively. An unpaid balance of $916,270 and $730,629 is included in due to related party in the accompanying balance sheet as of March 31, 2018 and December 31, 2017, respectively. The Company agreed to issue warrants at a future date for the remaining balance due of $739,772, which is included in due to related parties as of March 31, 2018. In connection with a private placement of our Series E Convertible Preferred Stock (Preferred Shares), Autotelic, Inc. agreed to convert the entire unpaid balance due to it as of March 31, 2018 into shares of Series E Convertible Preferred Stock and warrants in full and complete satisfaction of the unpaid balance. Also see Note 9 – Subsequent Events below. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable Following is a breakdown of notes payable as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Notes payable $ 97,523 $ 97,523 Convertible notes payable 355,700 346,700 Total notes payable $ 453,223 $ 444,223 Notes payable – related parties 94,782 $ 93,662 Convertible notes payable – related parties (net of debt discount of $0 and $113,170 as of March 31, 2018 and December 31, 2017, respectively) 1,503,002 1,368,378 Total notes payable – related parties $ 1,597,784 $ 1,462,040 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, which was not paid. The balance due on the note was $97,523 as of March 31, 2018 and December 31, 2017, respectively. 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 accrued 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. 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, issuance of consideration securities at a cost of $375,000 (“Consideration Securities”) 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 March 31, 2018 and December 31, 2017, the accrued interest expense on the Notes amounted to $55,700 and $46,700, respectively, with a total balance of principal and interest of $355,700 and $346,700, respectively. The unpaid principal balance of the Notes, together with accrued and unpaid interest thereon, as well as the $375,000 of Consideration Securities converted into shares of Series E Convertible Preferred Stock and warrants to purchase shares of common stock upon the closing of our private placement of Series E Convertible Preferred Stock and warrants in April 2018. As a result of the conversion of the Notes, all obligations of the Company to the Purchasers thereunder have been satisfied and the Notes are no longer outstanding. Also see Note 9 – Subsequent Events below . 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 March 31, 2018 and December 31, 2017, the accrued interest expense on the Notes amounted to $16,297 and $11,365, with a total balance of principal and interest of $416,297 and $411,365, respectively, and is included in convertible notes payable – related parties on the accompanying balance sheet. The unpaid principal balance of the Notes, together with accrued and unpaid interest thereon, converted into shares of Series E Convertible Preferred Stock and warrants to purchase shares of common stock upon the closing of our private placement of Series E Convertible Preferred Stock and warrants in April 2018. As a result of the conversion of the Notes, all obligations of the Company to the holders of the Notes thereunder have been satisfied and the Notes are no longer outstanding. Also see Note 9 – Subsequent Events below. 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 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). In November 2017, the Company issued a convertible promissory note with a related party for $500,000, with annual interest at 8%, maturing on March 31, 2018, and convertible at the price equal to any financing transaction involving the sale by the Company of its equity securities yielding aggregate gross proceeds to the Company of not less than $5 million. Total principal and interest was $514,137 and $504,274 as of March 31, 2018 and December 31, 2017, respectively, and is included in convertible notes to related parties on the accompanying balance sheet. The note included warrants to purchase 66,667 shares of the Company’s common stock, with a 5-year term and an exercise price of $0.75 . The note included a debt discount of $162,210 consisting of loan costs of $50,000 and the fair value of the warrants of $112,210. Total amortization of this debt discount was $113,171 for the quarter ended March 31, 2018, with a remaining unamortized value of $0. The net balance of the note of $514,137 is included in convertible notes to related parties on the accompanying balance sheet at March 31, 2018. The unpaid principal balance of the related party note, together with accrued and unpaid interest thereon, automatically converted into shares of Series E Convertible Preferred Stock and Warrants to purchase shares of common stock upon the closing of our private placement of Series E Convertible Preferred Stock and warrants in April 2018. As a result of the conversion of the related party note, all obligations of the Company to the holder under such note have been satisfied and the note is no longer outstanding. Also see Note 9 – Subsequent Events below. 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 and Interim CEO, 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 December 31, 2017. Accrued interest on the Line Letter was $32,568 and $25,836 as of March 31, 2018 and December 31, 2017, 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 $1.77 per share. The unpaid principal balance of the line of credit, together with accrued and unpaid interest thereon, converted into shares of Series E Convertible Preferred Stock and Warrants to purchase shares of common stock upon the closing of our private placement of Series E Convertible Preferred Stock and warrants in April 2018, as discussed in the Note 9. As a result of the conversion of the line of credit, all obligations of the Company to Dr. Trieu thereunder have been satisfied and the line of credit is no longer outstanding. Line Letter with Autotelic Inc. In April 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. 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. Autotelic Inc. advanced funds after September 1, 2017 but is no longer considering additional requests for advances as of December 31, 2017. The balance under the line was $94,782, including accrued interest of $3,966 as of March 31, 2018, and is included in notes to related parties on the accompanying balance sheet. Since this line was not extended, no further funds are available under this line of credit. The unpaid principal balance of the line of credit, together with accrued and unpaid interest thereon, converted into shares of Series E Convertible Preferred Stock and warrants to purchase shares of common stock upon the closing of our private placement of Series E Convertible Preferred Stock and warrants in April 2018, as discussed in the Note 9. As a result of the conversion of the line of credit, all obligations of the Company to Autotelic Inc. thereunder have been satisfied and the line of credit is no longer outstanding. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
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”). In April 2018, Marina designated 3,500 shares of Series E Convertible Preferred Stock, Series C Preferred Each share of Series C Preferred has a stated value of $5,000 per share, has a $5,100 liquidation preference per share, has voting rights of 666.67 votes 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. In September 2017, an investor converted 270 shares of Series C Preferred stock into 180,000 shares of our common stock. 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, has a liquidation preference of $300 per share, has voting rights of 1,250 votes 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. Series E Convertible Preferred Shares In connection with a private placement, in April 2018 we created a new Series E Convertible Preferred Stock (Preferred Shares). Also see Note 9 – Subsequent Events below. Each share of Series E Convertible Preferred Stock has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.50 per share. In connection with the private placement, we issued 3,500 Preferred Shares for cash and settlement of certain debt and liabilities. Common Stock Our common stock currently trades on the OTCQB tier of the OTC Markets under the symbol “MRNA”. Stock Issuances We issued no shares of the Company’s common stock during the three months ended March 31, 2018. Warrants As of March 31, 2018, there were 2,548,481 warrants outstanding, with a weighted average exercise price of $3.95 per share, and annual expirations as follows: Expiring in 2018 252 Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring in 2022 66,667 Expiring thereafter 348,733 2,548,481 The above includes price adjustable warrants totaling 1,895,013 which are described more fully in our 2017 Annual Report on Form 10-K. A total of 11,131 warrants expired during the three months ended March 31, 2018. |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2018 | |
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, 2017 745,707 $ 8.84 Options granted 19,000 1.56 Options expired - - Outstanding, March 31, 2018 764,707 8.66 Exercisable, March 31, 2018 209,096 $ 26.48 The following table summarizes additional information on Marina’s stock options outstanding at March 31, 2018: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $1.00 14,000 3.63 $ 1.00 14,000 $ 1.00 $1.50 – $1.80 553,007 8.84 1.78 117,396 1.74 $2.60 – $8.20 168,400 3.87 3.15 48,400 4.62 $10.70 – $22.00 25,050 1.48 10.81 25,050 10.81 $476.00 - $876.00 2,100 .19 676.00 2,100 676.00 $1276.00 - $2076.00 2,150 .19 1,582.98 2,150 1,582.98 Totals 764,707 7.36 $ 8.66 209,096 $ 26.48 Weighted-Average Exercisable Remaining Contractual Life (Years) 4.44 In January 2018, the Company granted a total of 19,000 stock options to directors and officers for services. The options have an exercise price of $1.56 and a five-year term. As of March 31, 2018, we had $830,621 of total unrecognized compensation expense related to unvested stock options. Total expense related to stock options was $118,879 for the three months ended March 31, 2018. As of March 31, 2018, the intrinsic value of options outstanding or exercisable was $5,600 as there were 14,000 options outstanding with an exercise price less than $1.40, the per share closing market price of our common stock at that date. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 3 Months Ended |
Mar. 31, 2018 | |
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 with Novosom Verwaltungs GmbH (“Novosom”), 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. In May 2018, we issued to Novosom 51,988 shares of our common stock as additional consideration pursuant to the Asset Purchase Agreement, dated as of July 27, 2010, between our company and Novosom. Such shares were due to Novosom as a result of the receipt by our company of a license fee under the License Agreement that we entered into with Lipomedics Inc. in February 2017. 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 and Interim CEO, 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. Oncotelic has not completed the purchase of the stock and we have not been able to reach to a definitive agreement, as such we have terminated the agreement. License of DiLA 2 On March 16, 2018, Marina entered into a Licensing Agreement, whereby Marina granted exclusive rights to the company’s 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 | 3 Months Ended |
Mar. 31, 2018 | |
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 our activities, we are 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, we are not aware of any pending lawsuits against us, our officers or our directors. We had 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 | 3 Months Ended |
Mar. 31, 2018 | |
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. Series E Convertible Preferred Share Private Placement Offering In April and May 2018, we entered into Subscription Agreements with certain accredited investors and conducted a closing pursuant to which we sold 2,812 shares of our Series E convertible preferred stock (the “Preferred Stock”), at a purchase price of $5,000 per share of Preferred Stock. Each share of Preferred Stock is initially convertible into shares of our common stock at a conversion price of $0.50 per share of common stock. In addition, each investor received a 5-year warrant (the “Warrants”, and collectively with the Preferred Stock, the “Securities”) to purchase 0.75 shares of common stock for each share of common stock issuable upon the conversion of the Preferred Stock purchased by such investor at an exercise price equal to $0.55 per share of common stock, subject to adjustment thereunder. The Preferred Stock has voting rights, dividend rights, liquidation preferences, conversion rights and anti-dilution rights as described in the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock, which we filed with the Secretary of State of Delaware in April 2018. The Warrants have full-ratchet anti-dilution protection, are exercisable for a period of five years and contain customary exercise limitations. We received proceeds of approximately $12 million from the sale of the Securities, after deducting placement agent fees and estimated expenses payable by us of approximately $2 million associated with such closing. We intend to use the proceeds of the offering for funding our commercial operations to the sale and promotion of our Prestalia product, working capital needs, capital expenditures, the repayment of certain liabilities and other general corporate purposes. In connection with the private placement described above, we also issued to the placement agent for such private placement a Warrant to purchase 2,958,460 shares of our common stock. Stipulation of Settlement As discussed in Note 8, in April 2018, we entered into a Stipulation of Settlement requiring us to issue Vaya Pharma shares of our common stock with a fair value of $250,000, which shares were issued in the second fiscal quarter of 2018. We accrued $250,000, as of March 31, 2018 and December 31, 2017, respectively, and such amount is included in accrued expenses on the accompanying consolidated balance sheets. Resignation of Officer and Directors In May 2018, the Board accepted the resignation of Joseph W. Ramelli, our Chief Executive Officer, whereby Mr. Ramelli resigned as an officer of our company, and as a director and/or officer of any and all subsidiaries of our company, effective immediately, to pursue other opportunities. In connection with his resignation, Mr. Ramelli released us from all claims arising prior to the date of his resignation and affirmed his obligations to be bound by the restrictive covenants contained in the employment agreement between Mr. Ramelli and our company dated February 2, 2017, and we: (i) agreed to make severance payments to Mr. Ramelli in the amount of $60,000 to be paid over a six (6) month period; and (ii) granted to Mr. Ramelli fully-vested options, exercisable for a period of five years from the grant date, to purchase up to 100,000 shares of our common stock at an exercise price equal to $0.98 per share of common stock. In May 2018, the Board appointed Vuong Trieu, our Executive Chairman, to serve as our Interim Chief Executive Officer, to replace Mr. Ramelli, effective immediately. In his capacity as Interim Chief Executive Officer, Dr. Trieu shall receive a salary in the amount of $20,000 per month. In May 2018, each of Philip C. Ranker and Philippe P. Calais, Ph.D. resigned as members of the Board, and all committees thereof, effective immediately. In connection with their resignations: (i) each of Mr. Ranker and Dr. Calais released us from all claims arising prior to the date of his resignation; (ii) we granted to Mr. Ranker fully-vested options to purchase up to 200,000 shares of our common stock at an exercise price equal to $0.98 per share of common stock; and (iii) we granted to Dr. Calais fully-vested options to purchase up to 80,000 shares of our common stock at an exercise price equal to $0.98 per share of common stock. The foregoing options are exercisable for a period of five years from the grant date. Issuance of Preferred Stock and Warrants to Directors In April 2018, and in connection with the closing of our private placement on that date, we entered into Compromise and Settlement Agreements with four of the current members of our Board of Directors and one former member of our Board of Directors pursuant to which we agreed to issue to such directors an aggregate of 58.25 shares of Preferred Stock and Warrants to purchase up to 436,875 shares of common stock to satisfy accrued and unpaid fees owed to such directors for service as members of the Board of Directors during the period ending on December 31, 2017 in the aggregate amount of approximately $291,250. The Securities that were issued to the directors, which were issued upon the closing of our private placement described above, have the same terms and conditions as the Securities that were issued to investors in the offering. Issuance of Securities to June 2016 Noteholders In April 2018, and in connection with the closing of our private placement on that date, we issued to the holders (such holders, the “June 2016 Noteholders”) of those certain promissory notes in the original principal amount of $300,000 that we issued pursuant to that certain Note Purchase Agreement dated June 20, 2016 by and among our company and the June 2016 Noteholders (the “2016 Notes”) an aggregate of 71.46 shares of Preferred Stock and Warrants to purchase up to 535,950 shares of common stock as a result of the conversion of the 2016 Notes. As a result of the conversion of the 2016 Notes and the issuance of the Securities to the June 2016 Noteholders, the entire unpaid principal balance of the 2016 Notes, and the accrued and unpaid interest thereon, has been satisfied in full, and such notes are no longer outstanding. In addition, in April 2018, and in connection with the closing of our private placement on that date, we issued to the June 2016 Noteholders an aggregate of 75 shares of Preferred Stock and Warrants to purchase up to 562,500 shares of common stock in full and complete satisfaction of our obligations to issue $375,000 worth of “Consideration Securities” to the 2016 Noteholders pursuant to that certain amendment agreement dated July 3, 2017 by and among our company and the June 2016 Noteholders. Issuance of Securities to June 2017 Noteholders In April 2018, and in connection with the closing of our private placement on that date, we issued to the holders of those certain promissory notes in the original principal amount of $400,000 (the “2017 Notes”) that we issued to select accredited investors (the “June 2017 Noteholders”) pursuant to Note Purchase Agreements that we entered into with the June 2017 Noteholders during June 2017 an aggregate of 83.44 shares of Preferred Stock and Warrants to purchase up to 625,800 shares of common stock as full and complete satisfaction of the unpaid principal balance (and accrued but unpaid interest thereon) owed by us to the June 2017 Noteholders under the 2017 Notes. As a result of the conversion of the 2016 Notes and the issuance of the Securities to the June 2016 Noteholders, the entire unpaid principal balance of the 2016 Notes, and the accrued and unpaid interest thereon, has been satisfied in full, and such notes are no longer outstanding. The Securities that were issued to the June 2017 Noteholders have the same terms and conditions as the Securities that were issued to investors in the offering. Issuance of Securities to Blech Trust In April 2018, and in connection with the closing of our private placement on that date, we issued to a trust affiliated with Isaac Blech, a member of our Board of Directors, an aggregate of 103.18 shares of Preferred Stock and Warrants to purchase up to 777,750 shares of common stock as a result of the conversion of that certain secured convertible promissory note in the original principal amount of $500,000 that we issued to such investor on November 22, 2017 (the “Blech Note”). As a result of the conversion of the Blech Note and the issuance of the Securities to the holder thereof, the entire unpaid principal balance of the Blech Notes, and the accrued and unpaid interest thereon, has been satisfied in full, and the Blech Note is no longer outstanding. The Securities that were issued to the holder of the Blech Note have the same terms and conditions as the Securities that were issued to investors in the offering. Issuance of Securities to Satisfy Lines of Credit In April 2018, and in connection with the closing of our private placement on that date, we issued to Vuong Trieu, Ph.D., our Executive Chairman, 114.63 shares of Preferred Stock and Warrants to purchase up to 859,725 shares of common stock as full and complete satisfaction of the unpaid principal balance (and accrued but unpaid interest thereon) owed by us to Dr. Trieu under that certain line of credit in the amount of up to $540,000 that was provided by Dr. Trieu to us, all of which had been drawn down as of the date of the closing of our private placement. The line of credit was extended pursuant to a Line Letter dated November 15, 2016 by and between us and Dr. Trieu. The Securities that were issued to Dr. Trieu have the same terms and conditions as the Securities that were issued to investors in the offering. In April 2018, and in connection with the closing of our private placement on that date, we issued to Autotelic Inc. 19 shares of Preferred Stock and Warrants to purchase up to 142,500 shares of common stock as full and complete satisfaction of the unpaid principal balance (and accrued but unpaid interest thereon) owed by us to Autotelic Inc. under that certain line of credit in the amount of up to $500,000 that was provided by Autotelic Inc. to us, of which $90,816 had been drawn down as of the date of the closing described above. The line of credit was extended pursuant to a Line Letter dated April 4, 2017 by and between us and Autotelic Inc. Vuong Trieu, our Executive Chairman and Interim CEO, serves as Chairman of the Board of Autotelic Inc. The Securities that were issued to Autotelic Inc. have the same terms and conditions as the Securities that were issued to investors in the offering. Issuance of Securities for Payables In April 2018, and in connection with the closing of our private placement on that date, we entered into a Compromise and Settlement Agreement with Autotelic Inc. pursuant to which we agreed to issue to Autotelic Inc. an aggregate of 162.59 shares of Preferred Stock and Warrants to purchase up to 2,564,465 shares of common stock to satisfy accrued and unpaid fees in the aggregate amount of approximately $812,967, and other liabilities, owed to Autotelic Inc. as of March 31, 2018 pursuant to that certain Master Services Agreement dated as of November 15, 2016 by and between our company and Autotelic Inc. Vuong Trieu, our Executive Chairman and Interim CEO, serves as Chairman of the Board of Autotelic Inc. The Securities that were issued to Autotelic Inc., which were issued upon the closing described above, have the same terms and conditions as the Securities that were issued to investors in the offering. Stock Issuance to Novosom In May 2018, we issued to Novosom Verwaltungs GmbH (“Novosom”) 51,988 shares of our common stock as additional consideration pursuant to the Asset Purchase Agreement, dated as of July 27, 2010, between our company and Novosom. Such shares were due to Novosom as a result of the receipt by our company of a license fee under the License Agreement that we entered into with Lipomedics Inc. in February 2017. |
Nature of Operations, Basis o15
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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, legal contingencies 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. There were no liabilities measured at fair value as of March 31, 2018 or December 31, 2017. |
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 March 31, 2018 or December 31, 2017. |
Revenue Recognition | Revenue Recognition The Company has adopted the scope and in accordance with ASC 606, Revenue from Contracts with Customers The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606, Revenue from Contracts with Customers In terms of licensing agreements entered into by the Company, they typically include payment of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. Amounts received prior to satisfying the revenue recognition criteria are recorded as contract liabilities in the Company’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s consolidated balance sheets. If the Company expects to have an unconditional right to receive the consideration in the next twelve months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling prices. The relative selling price for each deliverable is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the deliverable. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations, estimating the transaction price, estimating the stand-alone selling prices of identified performance obligations, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success, and estimating the progress towards satisfaction of performance obligations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the provisions of ASU 2014-09, entities should recognize revenue in an amount that reflects the consideration to which they expect to be entitled to in exchange for goods and services provided. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017. The Company adopted the provisions of this standard effective January 1, 2018. |
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: Three months ended March 31, 2018 2017 Stock options outstanding 764,707 233,400 Warrants 2,548,481 2,703,000 Shares to be issued upon conversion of notes payable 323,404 171,612 Total 3,636,592 3,108,012 |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Nature of Operations, Basis o16
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
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: Three months ended March 31, 2018 2017 Stock options outstanding 764,707 233,400 Warrants 2,548,481 2,703,000 Shares to be issued upon conversion of notes payable 323,404 171,612 Total 3,636,592 3,108,012 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 6.0 $ 393,511 Intangible asset - Prestalia 620,000 6.6 94,177 Intangible asset – DyrctAxess 75,000 14.0 5,357 Total $ 3,056,066 $ 493,045 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Following is a breakdown of notes payable as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Notes payable $ 97,523 $ 97,523 Convertible notes payable 355,700 346,700 Total notes payable $ 453,223 $ 444,223 Notes payable – related parties 94,782 $ 93,662 Convertible notes payable – related parties (net of debt discount of $0 and $113,170 as of March 31, 2018 and December 31, 2017, respectively) 1,503,002 1,368,378 Total notes payable – related parties $ 1,597,784 $ 1,462,040 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Expiring in 2018 252 Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring in 2022 66,667 Expiring thereafter 348,733 2,548,481 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | Expiring in 2018 252 Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring in 2022 66,667 Expiring thereafter 348,733 2,548,481 |
Schedule of Summary of Additional Information on Stock Options Outstanding | The following table summarizes additional information on Marina’s stock options outstanding at March 31, 2018: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $1.00 14,000 3.63 $ 1.00 14,000 $ 1.00 $1.50 – $1.80 553,007 8.84 1.78 117,396 1.74 $2.60 – $8.20 168,400 3.87 3.15 48,400 4.62 $10.70 – $22.00 25,050 1.48 10.81 25,050 10.81 $476.00 - $876.00 2,100 .19 676.00 2,100 676.00 $1276.00 - $2076.00 2,150 .19 1,582.98 2,150 1,582.98 Totals 764,707 7.36 $ 8.66 209,096 $ 26.48 |
Nature of Operations, Basis o21
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accumulated deficit | $ 9,389,876 | $ 8,028,707 |
Negative working capital | 7,000,000 | |
Series E Convertible Preferred Stock [Member] | ||
Proceeds from private placement | 12,000,000 | |
April 2018 [Member] | Series E Convertible Preferred Stock [Member] | ||
Proceeds from private placement | 10,000,000 | |
May 2018 [Member] | Series E Convertible Preferred Stock [Member] | ||
Proceeds from private placement | $ 2,000,000 |
Nature of Operations, Basis o22
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Anti-dilutive securities | 3,636,592 | 3,108,012 |
Shares to be Issued upon Conversion of Notes Payable [Member] | ||
Anti-dilutive securities | 323,404 | 171,612 |
Warrants [Member] | ||
Anti-dilutive securities | 2,548,481 | 2,703,000 |
Stock Options Outstanding [Member] | ||
Anti-dilutive securities | 764,707 | 233,400 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jul. 21, 2017 | |
Fair value of the assets acquired | $ 620,000 | ||||
Intangible asset | $ 2,432,713 | ||||
Accumulated amortization of intangible assets | 623,353 | ||||
Amortization | $ 123,261 | $ 98,378 | |||
2014 Long-Term Incentive Plan [Member] | Chief Commercial Officer [Member] | |||||
Number of restricted shares of common stock | 60,000 | ||||
Symplmed Pharmaceuticals LLC [Member] | Purchase Agreement [Member] | |||||
Purchase consideration | $ 620,000 | ||||
Payment to acquire business | 300,000 | ||||
Liabilities assumed | $ 320,000 | ||||
Symplmed Technologies, LLC [Member] | |||||
Intangible asset | $ 75,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Estimated Fair Value, Intangible assets | $ 3,056,066 |
Annual Amortization Expense, Intangible assets | 493,045 |
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 7 months 6 days |
Annual Amortization Expense, Intangible assets | $ 94,177 |
DyrctAxess [Member] | |
Estimated Fair Value, Intangible assets | $ 75,000 |
Estimated Useful Life, Intangible assets | 14 years |
Annual Amortization Expense, Intangible assets | $ 5,357 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Due to related party | $ 916,270 | $ 730,629 | |
Warrants issued for remaining debt amount | 739,772 | ||
Autotelic [Member] | |||
Billed expenses | 256,997 | $ 213,103 | |
Personnel cost | $ 133,633 | $ 158,140 | |
Master Services Agreement [Member] | |||
Ownership interest | 5.00% | ||
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 | Nov. 30, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Dec. 31, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Nov. 15, 2016 | Sep. 30, 2016 |
Unamortization of debt discount | $ 0 | $ 113,170 | |||||||||||
Fair value of warrants | $ 103,072 | ||||||||||||
Line Letter [Member] | Autotelic Inc [Member] | |||||||||||||
Line of credit maximum borrowing capacity | $ 500,000 | ||||||||||||
Line of credit | 94,782 | ||||||||||||
Line of credit interest | 3,966 | ||||||||||||
Number of common stock issued for merger | 525,535 | ||||||||||||
Line of credit bears interest rate | 5.00% | ||||||||||||
Executive Chairman [Member] | Line Letter [Member] | |||||||||||||
Line of credit maximum borrowing capacity | $ 540,000 | ||||||||||||
Dr. Trieu [Member] | Line Letter [Member] | |||||||||||||
Debt conversion price per share | $ 1.77 | ||||||||||||
Line of credit | 540,000 | ||||||||||||
Line of credit interest | 32,568 | 25,836 | |||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||
Issuance of consideration securities | 375,000 | ||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||
Debt instrument face amount | $ 300,000 | ||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||
Debt instrument maturity date | Jun. 20, 2017 | ||||||||||||
Amendment Agreement [Member] | February 10, 2020 [Member] | |||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||||||
Issuance of consideration securities | $ 375,000 | ||||||||||||
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 | ||||||||||||
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] | |||||||||||||
Notes payable | 97,523 | 97,523 | |||||||||||
Notes One [Member] | |||||||||||||
Debt instrument face amount | 355,700 | ||||||||||||
Accrued interest expenses | 55,700 | 46,700 | |||||||||||
Interest | 346,700 | ||||||||||||
Notes Two [Member] | |||||||||||||
Debt instrument face amount | 416,297 | ||||||||||||
Accrued interest expenses | 16,297 | 11,365 | |||||||||||
Interest | 411,365 | ||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Debt instrument face amount | $ 50,000 | 514,137 | 514,137 | ||||||||||
Notes payable | $ 50,000 | ||||||||||||
Debt instrument interest rate | 8.00% | 3.00% | |||||||||||
Debt instrument maturity date | Mar. 31, 2018 | Jun. 30, 2018 | |||||||||||
Interest | 504,274 | $ 504,274 | |||||||||||
Notes payable to related party | $ 500,000 | ||||||||||||
Gross proceeds from debt | $ 5,000,000 | ||||||||||||
Convertible note payable | 514,137 | ||||||||||||
Purchase of warrants | 66,667 | ||||||||||||
Warrants terms | 5 years | ||||||||||||
Exercise price of warrants | $ 0.75 | ||||||||||||
Unamortization of debt discount | $ 162,210 | 0 | |||||||||||
Fair value of warrants | $ 112,210 | ||||||||||||
Amortization of debt discount | $ 113,171 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Total notes payable | $ 453,223 | $ 444,223 |
Total notes payable - related parties | 1,597,784 | 1,462,040 |
Notes Payable [Member] | ||
Total notes payable | 97,523 | 97,523 |
Convertible Notes Payable [Member] | ||
Total notes payable | 355,700 | 346,700 |
Notes Payable Related Parties [Member] | ||
Total notes payable - related parties | 94,782 | 93,662 |
Convertible Notes Payable Related Parties [Member] | ||
Total notes payable - related parties | $ 1,503,002 | $ 1,368,378 |
Notes Payable - Summary of No28
Notes Payable - Summary of Notes Payable (Details) (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Convertible notes payable - related parties net of debt discount | $ 0 | $ 113,170 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Sep. 30, 2017 | Feb. 29, 2016 | Nov. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2014 |
Common stock, par value | $ 0.006 | $ 0.006 | |||||||||
Issuance of common stock, shares | 47,468 | 20,548 | |||||||||
Preferred stock stated value | $ 0.01 | $ 0.01 | |||||||||
Warrants [Member] | |||||||||||
Warrants outstanding | 2,548,481 | 1,895,013 | |||||||||
Number of warrants expired | 11,131 | ||||||||||
Weighted average exercise price | $ 3.95 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Preferred stock designated, shares | 1,000 | ||||||||||
Preferred stock shares outstanding | |||||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock designated, shares | 90,000 | ||||||||||
Preferred stock shares outstanding | |||||||||||
Series C Preferred Stock [Member] | |||||||||||
Preferred stock designated, shares | 1,200 | ||||||||||
Common stock, par value | $ 5,000 | ||||||||||
Preferred stock liquidation preference per share | $ 5,100 | ||||||||||
Preferred stock voting rights | voting rights of 666.67 votes per share | ||||||||||
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 | 90 | 90 | ||||||||
Issuance of common stock, shares | 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 | ||||||||||
Preferred stock liquidation preference per share | $ 300 | ||||||||||
Preferred stock voting rights | voting rights of 1,250 votes per share | ||||||||||
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 | |||||||||
Series E Convertible Preferred Stock [Member] | April 2018 [Member] | |||||||||||
Preferred stock designated, shares | 3,500 | ||||||||||
Series E Preferred Stock [Member] | |||||||||||
Common stock at a conversion price, per share | $ 0.50 | ||||||||||
Preferred stock stated value | $ 5,000 | ||||||||||
Number of shares issued during, private placement | 3,500 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2018shares | |
Equity [Abstract] | |
Expiring in 2018 | 252 |
Expiring in 2019 | 600,000 |
Expiring in 2020 | 1,189,079 |
Expiring in 2021 | 343,750 |
Expiring in 2022 | 66,667 |
Expiring thereafter | 348,733 |
Total | 2,548,481 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2018 | Mar. 31, 2018 | Jan. 31, 2017 | |
Weighted-average exercisable remaining contractual life (years) | 4 years 5 months 9 days | ||
Stock option granted during the period | 19,000 | ||
Stock option unrecognized compensation expense | $ 830,621 | ||
Stock option expenses | 118,879 | ||
Stock option outstanding, intrinsic value | $ 5,600 | ||
Option outstanding | 14,000 | ||
Stock option outstanding exercise price | $ 1.40 | ||
Director and Officers [Member] | |||
Stock option granted during the period | 19,000 | ||
Options to purchase exercise price, per share | $ 1.56 | ||
Stock option weighted average period term | 5 years |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Outstanding Beginning, Shares | shares | 745,707 |
Options Outstanding, granted | shares | 19,000 |
Options Outstanding, expired | shares | |
Options Outstanding Ending, Shares | shares | 764,707 |
Options Outstanding Exercisable, Shares | shares | 209,096 |
Options Outstanding Weighted Average Exercise Price, Beginning | $ / shares | $ 8.84 |
Options Outstanding Weighted Average Exercise Price, granted | $ / shares | 1.56 |
Options Outstanding Weighted Average Exercise Price, expired | $ / shares | |
Options Outstanding Weighted Average Exercise Price, Ending | $ / shares | 8.66 |
Options Outstanding Exercisable Weighted Average Exercise Price | $ / shares | $ 26.48 |
Stock Incentive Plans - Sched33
Stock Incentive Plans - Schedule of Summary of Additional Information on Stock Options Outstanding (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Options Outstanding, Shares | shares | 764,707 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 7 years 4 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 8.66 |
Number of Option Exercisable, Shares | shares | 209,096 |
Options Exercisable Weighted Average Exercise Price | $ 26.48 |
Range One [Member] | |
Range of Exercise Prices, Upper | $ 1 |
Number of Options Outstanding, Shares | shares | 14,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 3 years 7 months 17 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 | 1.50 |
Range of Exercise Prices, Upper | $ 1.80 |
Number of Options Outstanding, Shares | shares | 553,007 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 8 years 10 months 3 days |
Options Outstanding Weighted Average Exercise Price | $ 1.78 |
Number of Option Exercisable, Shares | shares | 117,396 |
Options Exercisable Weighted Average Exercise Price | $ 1.74 |
Range Three [Member] | |
Range of Exercise Prices, Lower | 2.60 |
Range of Exercise Prices, Upper | $ 8.20 |
Number of Options Outstanding, Shares | shares | 168,400 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 3 years 10 months 14 days |
Options Outstanding Weighted Average Exercise Price | $ 3.15 |
Number of Option Exercisable, Shares | shares | 48,400 |
Options Exercisable Weighted Average Exercise Price | $ 4.62 |
Range Four [Member] | |
Range of Exercise Prices, Lower | 10.70 |
Range of Exercise Prices, Upper | $ 22 |
Number of Options Outstanding, Shares | shares | 25,050 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 5 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 10.81 |
Number of Option Exercisable, Shares | shares | 25,050 |
Options Exercisable Weighted Average Exercise Price | $ 10.81 |
Range Five [Member] | |
Range of Exercise Prices, Lower | 476 |
Range of Exercise Prices, Upper | $ 876 |
Number of Options Outstanding, Shares | shares | 2,100 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 2 months 8 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 | 1,276 |
Range of Exercise Prices, Upper | $ 2,076 |
Number of Options Outstanding, Shares | shares | 2,150 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 2 months 8 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 Col34
Intellectual Property and Collaborative Agreements (Details Narrative) - USD ($) | Jul. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jul. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Nov. 30, 2016 | Mar. 31, 2018 | Sep. 30, 2016 |
Sale of common stock to related party, shares | 47,468 | 20,548 | ||||||||
Sale of common stock to related party | $ 75,000 | $ 58,000 | ||||||||
License fee | $ 350,000 | $ 250,000 | ||||||||
License and success-based milestones | $ 40,000,000 | |||||||||
License Agreement [Member] | ||||||||||
Accounts receivable | $ 50,000 | |||||||||
Number of shares issued for equity components | 11,905 | |||||||||
Number of value issued for equity components | $ 15,000 | |||||||||
Sale of stock price per share | $ 5.10 | |||||||||
License Agreement [Member] | Oncotelic, Inc. [Member] | ||||||||||
Purchase price, shares | 49,019 | |||||||||
Purchase price | $ 250,000 | |||||||||
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. | |||||||||
Licensing Agreement [Member] | March 16, 2018 [Member] | ||||||||||
Upfront payment of future consideration | $ 200,000 | |||||||||
Purchase Agreement [Member] | Symplmed Pharmaceuticals LLC [Member] | ||||||||||
Purchase price | $ 75,000 | |||||||||
Upfront payment of future consideration | $ 620,000 | |||||||||
Asset Purchase Agreement [Member] | May 2018 [Member] | ||||||||||
Sale of common stock to related party, shares | 51,988 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 30, 2016 | Feb. 29, 2016 | Mar. 31, 2018 | Dec. 31, 2017 |
Issuance of common stock, shares | 47,468 | 20,548 | ||
Issuance of common stock, value | $ 75,000 | $ 58,000 | ||
Accrued expenses | $ 250,000 | $ 250,000 | ||
Vaya Pharma, Inc. [Member] | April 2018 [Member] | ||||
Issuance of common stock, value | $ 250,000 | |||
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) - USD ($) | Apr. 30, 2016 | Feb. 29, 2016 | May 31, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 22, 2017 | Jun. 30, 2016 |
Number of stock issued during the period, value | $ 75,000 | $ 58,000 | ||||||
Accrued expenses | $ 250,000 | $ 250,000 | ||||||
Number of stock issued during the period, shares | 47,468 | 20,548 | ||||||
Series E Convertible Preferred Stock [Member] | ||||||||
Proceeds from private placement | 12,000,000 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Original principal amount | $ 300,000 | |||||||
Subsequent Event [Member] | ||||||||
Proceeds from private placement | $ 12,000,000 | |||||||
Placement agent fees and estimated expenses | $ 2,000,000 | |||||||
Accrued expenses | 250,000 | $ 250,000 | ||||||
Subsequent Event [Member] | Joseph W. Ramelli [Member] | May 2018 [Member] | ||||||||
Severance payments | $ 60,000 | |||||||
Number of exercisable options grants | 100,000 | |||||||
Exercisable period | 5 years | |||||||
Exercise price of common stock | $ 0.98 | |||||||
Subsequent Event [Member] | Trieu [Member] | May 2018 [Member] | ||||||||
Officers compensation | $ 20,000 | |||||||
Subsequent Event [Member] | Philip C. Ranker [Member] | May 2018 [Member] | ||||||||
Options to purchase share | 200,000 | |||||||
Exercise price of common shares | $ 0.98 | |||||||
Subsequent Event [Member] | Philippe P. Calais [Member] | May 2018 [Member] | ||||||||
Options to purchase share | 80,000 | |||||||
Exercise price of common shares | $ 0.98 | |||||||
Subsequent Event [Member] | June 2016 Noteholders [Member] | ||||||||
Warrants to purchase common shares | 535,950 | |||||||
Number of stock issued during the period, shares | 71.46 | |||||||
Original principal amount | $ 300,000 | |||||||
Subsequent Event [Member] | June 2016 Noteholders One [Member] | ||||||||
Warrants to purchase common shares | 562,500 | |||||||
Number of stock issued during the period, value | $ 375,000 | |||||||
Number of stock issued during the period, shares | 75 | |||||||
Subsequent Event [Member] | June 2017 Noteholders [Member] | ||||||||
Warrants to purchase common shares | 625,800 | |||||||
Number of stock issued during the period, shares | 83.44 | |||||||
Original principal amount | $ 400,000 | |||||||
Subsequent Event [Member] | Isaac Blech [Member] | ||||||||
Warrants to purchase common shares | 777,750 | |||||||
Number of stock issued during the period, shares | 103.18 | |||||||
Original principal amount | $ 500,000 | |||||||
Subsequent Event [Member] | Vuong Trieu [Member] | ||||||||
Warrants to purchase common shares | 859,725 | |||||||
Number of stock issued during the period, shares | 114.63 | |||||||
Line of credit | $ 540,000 | |||||||
Subsequent Event [Member] | Vaya Pharma, Inc. [Member] | ||||||||
Number of stock issued during the period, value | $ 250,000 | |||||||
Subsequent Event [Member] | Autotelic Inc [Member] | ||||||||
Warrants to purchase common shares | 142,500 | |||||||
Number of stock issued during the period, shares | 19 | |||||||
Line of credit | $ 500,000 | |||||||
Withdrawal of line of credit | $ 90,816 | |||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||
Warrants to purchase common shares | 2,958,460 | |||||||
Subsequent Event [Member] | Purchase Agreements [Member] | Warrants [Member] | ||||||||
Purchase price per share | $ 0.75 | |||||||
Warrant term | 5 years | |||||||
Exercise price per share | $ 0.55 | |||||||
Subsequent Event [Member] | Purchase Agreements [Member] | Series E Convertible Preferred Stock [Member] | ||||||||
Sale of stock, shares | 2,812 | |||||||
Purchase price per share | $ 5,000 | |||||||
Conversion price per share | $ 0.50 | |||||||
Subsequent Event [Member] | Compromise and Settlement Agreements [Member] | Board of Directors [Member] | ||||||||
Warrants to purchase common shares | 436,875 | |||||||
Accrued and Unpaid fees | $ 291,250 | |||||||
Number of stock issued during the period, shares | 58.25 | |||||||
Subsequent Event [Member] | Compromise and Settlement Agreements [Member] | Autotelic Inc [Member] | ||||||||
Warrants to purchase common shares | 2,564,465 | |||||||
Accrued and Unpaid fees | $ 812,967 | |||||||
Number of stock issued during the period, shares | 162.59 | |||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Novosom Verwaltungs GmbH [Member] | ||||||||
Number of stock issued during the period, shares | 51,988 |