Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 10, 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 | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,241,684 | |
Trading Symbol | MRNA | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 8,354,122 | $ 106,378 |
Inventory | 79,767 | |
Prepaid expenses and other assets | 211,693 | 18,565 |
Total current assets | 8,645,582 | 124,943 |
Furniture and fixtures, net of depreciation | 10,066 | |
Intangible assets, net of amortization | 2,309,451 | 2,555,974 |
Goodwill | 3,502,829 | 3,502,829 |
Total noncurrent asset | 5,822,346 | 6,058,803 |
Total assets | 14,467,928 | 6,183,746 |
Current liabilities | ||
Accounts payable | 1,134,557 | 1,033,353 |
Due to related party, including warrant liability | 91,614 | 1,336,518 |
Accrued expenses | 911,295 | 1,139,369 |
Accrued fee payable | 320,000 | |
Deferred revenue | 200,000 | |
Notes payable | 444,223 | |
Notes payable - related parties | 1,462,040 | |
Total current liabilities | 2,337,466 | 5,735,503 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 11,241,684 and 10,521,728 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 64,700 | 63,127 |
Additional paid-in capital | 26,374,371 | 8,413,823 |
Accumulated deficit | (14,308,644) | (8,028,707) |
Total stockholders’ equity | 12,130,462 | 448,243 |
Total liabilities and stockholders’ equity | 14,467,928 | 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 | ||
Series E Convertible Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value; 100,000 shares authorized | $ 35 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 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 | 11,241,684 | 10,521,728 |
Common stock, shares outstanding | 11,241,684 | 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 | 100 | 750 |
Preferred stock, shares outstanding | 100 | 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 | 40 | 60 |
Preferred stock, shares outstanding | 40 | 60 |
Series E Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, liquidation preference value | $ 5,000 | $ 5,000 |
Preferred stock, shares issued | 3,490 | 0 |
Preferred stock, shares outstanding | 3,490 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses | ||||
Sales, marketing and commercial operations | $ 2,585,945 | $ 2,585,945 | ||
Research and development | 439,894 | 173,256 | 513,325 | |
General and administrative | 1,059,088 | 402,794 | 1,978,996 | 1,198,238 |
Amortization | 123,262 | 106,226 | 246,523 | 204,604 |
Total operating expenses | 3,768,295 | 948,914 | 4,984,720 | 1,916,167 |
Loss from operations | (3,768,295) | (948,914) | (4,984,720) | (1,916,167) |
Other expense | ||||
Interest expense | (5,156) | (15,621) | (149,900) | (27,274) |
Change in fair value liability of warrants | (10,715) | (113,787) | ||
Loss on settlement | (874,697) | (874,697) | ||
Change in fair value of derivative liability | (195,943) | (195,943) | ||
Total other income (expense), net | (879,853) | (222,279) | (1,024,597) | (337,004) |
Loss before provision for income taxes | (4,648,148) | (1,171,193) | (6,009,317) | (2,253,171) |
Provision for income taxes | 800 | |||
Net loss | $ (4,648,148) | $ (1,171,193) | $ (6,009,317) | $ (2,253,971) |
Net loss per share - basic and diluted | $ (0.43) | $ (0.12) | $ (0.56) | $ (0.24) |
Weighted average shares outstanding | 10,821,230 | 9,733,078 | 10,672,082 | 9,567,998 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) | Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital - Warrants [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 63,127 | $ 8,413,823 | $ (8,028,707) | $ 448,243 | ||
Balance, shares at Dec. 31, 2017 | 10,521,278 | |||||
Issuance of Series E Preferred Stock, net of fees | $ 28 | 12,258,197 | 12,258,225 | |||
Issuance of Series E Preferred Stock, net of fees, shares | 2,812 | |||||
Warrants issued with Series E Preferred Stock | (31,106,896) | 31,106,896 | ||||
Issuance of Series E Preferred for debt and accounts payable | $ 7 | 3,437,728 | 3,437,735 | |||
Issuance of Series E Preferred for debt and accounts payable, shares | 687 | |||||
Conversion of Series C Preferred stock for common stock | ||||||
Conversion of Series C Preferred stock for common stock, shares | 433,334 | |||||
Conversion of Series D Preferred stock for common stock | ||||||
Conversion of Series D Preferred stock for common stock, shares | 25,000 | |||||
Warrants issued for settlement of liability | 1,494,469 | 1,494,469 | ||||
Shares issued for settlement of litigation | $ 1,261 | 248,739 | 250,000 | |||
Shares issued for settlement of litigation, shares | 210,084 | |||||
Shares issued for License Agreement | $ 312 | 74,688 | 75,000 | |||
Shares issued for License Agreement, shares | 51,988 | |||||
Accrued dividend | (270,620) | (270,620) | ||||
Share based compensation | 493,038 | 493,038 | ||||
Cancellation of Series E Preferred Stock | (46,311) | (46,311) | ||||
Cancellation of Series E Preferred Stock, shares | (9) | |||||
Net loss | (6,009,317) | (6,009,317) | ||||
Balance at Jun. 30, 2018 | $ 35 | $ 64,700 | $ (6,226,994) | $ 32,601,365 | $ (14,308,644) | $ 12,130,462 |
Balance, shares at Jun. 30, 2018 | 3,490 | 11,241,684 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (6,009,317) | $ (2,253,971) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 493,038 | 88,968 |
Common shares issued to third party for services | 54,000 | |
Common shares issued for settlement | 250,000 | |
Preferred shares issued for note settlement | 375,000 | |
Common shares issued to license agreement | 75,000 | |
Amortization of intangibles | 246,523 | 204,604 |
Amortization of debt discount | 113,171 | |
Depreciation | 438 | |
Non-cash interest expense | 36,729 | |
Loss on settlement | 874,697 | |
Change in fair value liabilities for price adjustable warrants | 113,787 | |
Change in fair value of derivative liability | 195,943 | |
Changes in operating assets and liabilities: | ||
Inventory | (79,767) | |
Prepaid expenses and other assets | (193,128) | 41,374 |
Accounts payable | 161,265 | 330,351 |
Accrued expenses | (329,357) | 298,491 |
Accrued fee | (320,000) | |
Deferred revenue | 200,000 | |
Due to related party | 249,565 | 193,966 |
Net Cash Used in Operating Activities | (3,856,143) | (732,487) |
Cash Flows Used in Investing Activities: | ||
Purchase of furniture and fixtures | (10,504) | |
Purchase of intangible assets | (300,000) | |
Net Cash Used in Investing Activities | (10,504) | (300,000) |
Cash Flows Provided By Financing Activities: | ||
Proceeds from sale of preferred stock, net offering expenses | 12,258,225 | |
Proceeds from sale of common stock to related party | 250,000 | |
Proceeds from notes payable due to related party | 80,410 | |
Proceeds from convertible notes | 400,000 | |
Proceeds from convertible notes due to related parties, net | 290,000 | |
Proceeds from exercise of warrants for common stock | 170,643 | |
Payments for notes payable | (143,834) | |
Net Cash Provided by Financing Activities | 12,114,391 | 1,191,053 |
Net increase in cash | 8,247,744 | 158,566 |
Cash – Beginning of Period | 106,378 | 105,347 |
Cash - End of Period | 8,354,122 | 263,913 |
Supplementary Cash Flow Information: | ||
Income taxes paid | 800 | |
Non-cash Investing and Financing Activities: | ||
Issuance of warrants for liabilities, related party | 1,494,469 | |
Common stock issued for accounts payable | 947,714 | |
Return of common stock for note receivable | 31,404 | |
Adjustment to goodwill | 55,247 | |
Preferred share settlement of debt and accrued liabilities | 3,437,735 | |
Issuance of warrants | 31,106,896 | |
Accrued dividends | $ 270,620 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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. (“MDRNA”), Cequent Pharmaceuticals, Inc. (“Cequent”), Atossa Healthcare, Inc. (“Atossa”), and IthenaPharma, Inc. (“Ithena”) (collectively “Marina,” “we,” “our,” or “us”) is a fully integrated, commercial stage pharmaceutical company delivering proprietary drug therapeutics for significant unmet medical needs in the U.S., Europe and certain additional international markets. Our 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® (Prestalia), and the other products in our pipeline, devices for therapeutic drug monitoring, blood pressure, and other cardiac monitors, as well as services such as counseling and prescription reminders. We currently have one commercial and three clinical development programs underway: (i) Prestalia, a single-pill FDC of perindopril argentine (perindoprol), an angiotensin-converting-enzyme (“ACE”) inhibitor and amlodipine besylate (amlodipine), 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. On November 15, 2016, Marina entered into, and consummated the transactions contemplated by, an Agreement and Plan of Merger between and among IthenaPharma, Inc., a Delaware corporation (“IThena”), IThena Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Marina (“Merger Sub”), and Vuong Trieu as the IThena representative (the “Merger Agreement”), pursuant to which IThena merged into Merger Sub (the “Merger”). 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 Stock Private Placement Offering below). Further, in May 2018, we raised an additional $2 million, net of fees and expenses, from the private placement. In July 2018, we raised $1.4 million net of fees and expenses, from a private placement of our newly created Series F Convertible Preferred Stock. The use of funds from the private placement will 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. In July 2018, we entered into Subscription Agreements with certain accredited investors and conducted a closing pursuant to which we sold 308 shares of our Series F convertible preferred stock at a purchase price of $5,000 per share. See Note 9 – Subsequent Events. 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 pharmaceutical 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 six months ended June 30, 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 IThena and Marina Biotech, Inc. and the wholly-owned subsidiaries, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. 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. There were no liabilities measured at fair value as of June 30, 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 June 30, 2018 or December 31, 2017. Revenue Recognition The Company has adopted the new revenue recognition guidelines 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. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. 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. During the three months ended June 30, 2018, the Company entered into certain contracts for the sale and distribution of Prestalia and shipped orders totaling approximately $58,000. The Company has not recognized this revenue since it cannot yet determine that collectability of the entire amount is probable. During the three months ended March 31, 2018, Marina entered into a Licensing Agreement, whereby Marina granted exclusive rights to the company’s DiLA 2 2 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 (loss) since such inclusion would be anti-dilutive: Three and Six Months Ended June 30, 2018 2017 Stock options outstanding 1,122,457 233,400 Warrants 33,028,829 2,492,945 Shares to be issued upon conversion of notes payable - 312,050 Restricted common stock - 70,000 Total 34,151,286 3,108,395 Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 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 had 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 June 30, 2018. No subsequent adjustments were deemed necessary by the Company. 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 the 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 $2,309,451, net of accumulated amortization of $746,615, as of June 30, 2018. Amortization expense was $246,523 and $204,604 for the six months ended June 30, 2018 and 2017, respectively, and $123,262 and $106,226 for the three months ended June 30, 2018 and 2017, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 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 Autotelic Inc., a related party that is partly-owned by one of the Company’s Board members, namely Vuong Trieu, Ph.D., 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. The MSA requires a 90-day written termination notice in the event either party requires to terminate such services. In August 2018, we have notified Autotelic that we are terminating the services under the MSA and that such services would end on October 31, 2018. 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 six months ended June 30, 2018 and 2017, Autotelic Inc. billed a total of $616,385 and $317,044, including personnel costs of $284,091 and $243,944, respectively. An unpaid balance of $64,478 and $730,629 is included in due to related party in the accompanying balance sheet as of June 30, 2018 and December 31, 2017, respectively. 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 1,219,425 shares of common stock to satisfy accrued and unpaid fees in the aggregate amount of approximately $812,950, and other liabilities, owed to Autotelic Inc. as of March 31, 2018 pursuant to the MSA. 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 (See Note 5). Such warrants have a five-year term, an exercise price of $0.55. In addition, we issued 1,345,040 warrants to purchase shares of common stock to Autotelic to satisfy a liability to issue warrants as of March 31, 2018. Such warrants have a five-year term, an exercise price of $0.55, and have a fair value of $1,494,469 resulting in a loss on settlement of debt of $754,697. Resignation and Appointment of Officer and Directors On April 27, 2018, our Board of Directors (the “Board”) increased the size of the entire Board from five (5) directors to seven (7) directors, and it appointed each of Erik Emerson and Tim Boris to fill the vacancies created thereby. 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. 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, a director of the Company and former Executive Chairman, to serve as our Interim Chief Executive Officer, to replace Mr. Ramelli, effective with Mr. Ramelli’s departure. In his capacity as Interim Chief Executive Officer, Dr. Trieu received a salary in the amount of $20,000 per month. Dr. Trieu resigned from the position of Interim Chief Executive Officer on June 18, 2018. On June 18, 2018, the Board appointed Robert C. Moscato, Jr., to serve as our Chief Executive Officer effective immediately. In connection with the appointment of Mr. Moscato as Chief Executive Officer, Dr. Trieu resigned as Interim Chief Executive Officer, and also from his position as Executive Chairman of our company, effective immediately. On June 18, 2018, the Board appointed Uli Hacksell, Ph.D.to serve as a member of the Board, and as Chairman of the Board, effective July 1, 2018. Dr. Hacksell agreed to devote half of his business time to Marina. On June 28, 2018, the Board appointed Mr. Moscato to serve as a member of the Board, effective July 1, 2018. 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. Transactions with BioMauris, LLC During the six months ended June 30, 2018, the company paid a total of $309,116 for services provided by BioMauris, LLC, of which Erik Emerson, our Chief Commercial Officer and a director of Marina, is Executive Chairman. A total of $33,016 was due to BioMauris, LLC as of June 30, 2018. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable Following is a breakdown of notes payable as of June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Notes payable $ - $ 97,523 Convertible notes payable - 346,700 Total notes payable $ - $ 444,223 Notes payable – related parties - $ 93,662 Convertible notes payable – related parties (net of debt discount of $0 and $113,171 as of June 30, 2018 and December 31, 2017, respectively) - 1,368,378 Total notes payable – related parties $ - $ 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 called for monthly payments of $6,000 per month, beginning with an initial payment on March 31, 2017. The note was unsecured and non-interest bearing. The note was paid in full in May 2018. The balance due on the note was $0 and $97,523 as of June 30, 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 “2016 Notes”). Interest accrued on the unpaid principal balance of the 2016 Notes at the rate of 12% per annum beginning on September 20, 2016. The 2016 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 2016 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, Cequent 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 2016 Notes to December 31, 2017, to provide for the 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 2016 Notes. 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”) 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. As of June 30, 2018 and December 31, 2017, the accrued interest expense on the Notes amounted to $0 and $46,700, respectively, with a total balance of principal and interest of $0 and $346,700, respectively. Bridge Note Financing In June 2017, we issued convertible promissory notes (the “2017 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 2017 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 then Executive Chairman and our Chief Science Officer were each investors in the 2017 Notes. Upon written notice delivered to us by the holders of a majority in interest of the aggregate principal amount of 2017 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 2017 Notes, the Majority Holders shall have the right, but not the obligation, on behalf of themselves and all other holders of 2017 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 2017 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 June 30, 2018 and December 31, 2017, the accrued interest expense on the 2017 Notes amounted to $0 and $11,365, with a total balance of principal and interest of $0 and $411,365, respectively, and is included in notes payable – related parties on the accompanying balance sheet. In April 2018, and in connection with the closing of our private placement on that date, we issued to the holders (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 505,705 shares of common stock, (of which 9.27 shares were subsequently cancelled and paid to such holders an aggregate of $46 thousand in cash) 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 2017 Notes and the issuance of the Securities to the June 2016 Noteholders (and payment of cash), the entire unpaid principal balance of the 2017 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. 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 (a trust affiliated with Isaac Blech, a member of our Board of Directors) for $500,000 (the “Blech Note”), 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. 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. In April 2018, and in connection with the closing of our private placement on that date, we issued to the trust 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 the Blech Note in the original principal amount of $500,000. 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. The Blech 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 six months ended June 30, 2018, with a remaining unamortized value of $0. Total principal and interest was $0 and $504,274 as of June 30, 2018 and December 31, 2017, respectively, and is included in notes payable – related parties on the accompanying balance sheet. Convertible Notes Payable, Dr. Trieu In connection with the Merger, Marina entered into a Line Letter dated November 15, 2016 with Dr. Trieu, a director of the Company and our former 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. The line of credit was convertible at any time into shares of the Company’s common stock at a price of $1.77 per share. In April 2018, and in connection with the closing of our private placement on that date, we issued to Dr. Trieu 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. As such, the Line of Credit was terminated in April 2018. 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. Accrued interest on the Line Letter was $0 and $25,836 as of June 30, 2018 and December 31, 2017, respectively, and is included in notes payable - related parties on the accompanying consolidated balance sheets. 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. 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. As such, in April 2018, the line of credit with Autotelic Inc was terminated. 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. The balance under the line was $0 and $93,662, including accrued interest of $0 and $2,847 as of June 30, 2018 and December 31, 2017, respectively, and is included in notes payable - related parties on the accompanying consolidated balance sheet. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5 – Stockholders’ Equity Preferred Stock Marina has authorized 100,000 shares of preferred stock for issuance and has 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. In July 2018, Marina designated 2,200 shares of Series F 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 September 2017, an investor converted 270 shares of Series C Preferred stock into 180,000 shares of our common stock. In June 2018, an investor converted 650 shares of Series C Preferred stock into 433,334 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 May 2018, an investor converted 20 shares of Series D Preferred into 25,000 shares of common stock. Series E Convertible Preferred Stock Private Placement 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 accrues 8% dividends per annum and are payable in cash or stock at the Company’s discretion. The cumulative dividends are required obligations to be paid each year by the Company. 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 net proceeds of approximately $12.3 million from the sale of the Preferred Stock, 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. We accrued dividends on the Series E Preferred Stock of $270,620 for the three months and six months ended June 30, 2018. No similar dividends were accrued for the same periods of 2017. Series F Convertible Preferred Share Private Placement Offering In July 2018, we entered into Subscription Agreements with certain accredited investors and conducted a closing pursuant to which we sold 308 shares of our Series F convertible preferred stock at a purchase price of $5,000 per share. See Note 9 – Subsequent Events. Common Stock Our common stock currently trades on the OTCQB tier of the OTC Markets under the symbol “MRNA”. We currently have 11,241,684 shares of our common stock outstanding. Stock Issuances In addition to the common stock issuances described above, we issued the following shares of the Company’s common stock during the six months ended June 30, 2018. As discussed in Note 7, 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. As discussed in Note 8, in April 2018, we entered into a Stipulation of Settlement with Vaya Pharma and issued a total of 210,084 shares of our common stock with a fair value of $250,000. In May 2018, an investor converted 20 shares of Series D Preferred into 25,000 shares of common stock. In June 2018, an investor converted 650 shares of Series C Preferred stock into 433,334 shares of our common stock. Warrants As of June 30, 2018, there were 33,028,829 warrants outstanding, with a weighted average exercise price of $0.81 per share, and annual expirations as follows: Expiring in 2018 - Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring in 2022 29,202,227 Expiring thereafter 1,693,773 33,028,829 The above includes 29,135,560 warrants issued in April and May 2018 in connection with our Series E Preferred Stock offering with a fair value of $31,106,896 which are reflected in additional paid-in capital and additional paid in capital-warrants on the accompanying condensed consolidated statement of stockholder’s equity. The warrants have a five-year term and an exercise price of $0.55. There was no expense related to these warrants. Additionally, the above includes 1,345,040 warrants issued to Autotelic, Inc. in April 2018 to satisfy accrued and unpaid fees in the aggregate amount of approximately $739,772, and other liabilities, owed to Autotelic Inc. as of March 31, 2018. The warrants have a five-year term, an exercise price of $0.55, and have a fair value of $1,494,469 resulting in a loss on settlement of liability of $754,697. 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 six months ended June 30, 2018. 252 warrants have since expired in July 2018. |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 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 399,000 1.01 Options expired / forfeited (22,250 ) 220.70 Outstanding, June 30, 2018 1,122,457 1.86 Exercisable, June 30, 2018 590,519 $ 1.76 The following table summarizes additional information on Marina’s stock options outstanding at June 30, 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 $0.98 380,000 4.84 $ 0.98 380,000 $ 0.98 $1.00 14,000 3.38 $ 1.00 14,000 $ 1.00 $1.50 – $1.80 553,007 8.59 1.78 141,069 1.75 $2.60 – $8.20 150,400 3.83 2.94 30,400 4.48 $10.70 – $22.00 25,050 1.23 10.81 25,050 10.81 Totals 1,122,457 6.46 $ 1.86 590,519 $ 1.76 Weighted-Average Exercisable Remaining Contractual Life (Years) 4.92 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. In May 2018, the Company granted a total of 380,000 stock options to directors and officers for services. The options have an exercise price of $0.98 and a five-year term. As of June 30, 2018, we had $717,996 of total unrecognized compensation expense related to unvested stock options. Total expense related to stock options was $493,038 and $59,568 for the six months ended June 30, 2018 and 2017, respectively, and $374,159 and $15,328 for the three months ended June 30, 2018 and 2017, respectively. In July 2018, we granted our Chief Executive Officer, Robert Moscato Jr. 1,500,000 Incentive Stock Options; Uli Hacksell, Ph.D., the Chairman of our Board, 1,000,000 Incentive Stock Options; and Erik Emerson, our Chief Commercial Officer, 1,125,000 Incentive Stock Options. As of June 30, 2018, the intrinsic value of options outstanding or exercisable was $0 as there were no options outstanding with an exercise price less than $0.63, the per share closing market price of our common stock at that date. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 6 Months Ended |
Jun. 30, 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. 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, with a fair value of $75,000, 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. Vuong Trieu, Ph.D., one of our Board members, 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. Agreement with Autotelic BIO On January 11, 2018, we entered into a binding agreement with Autotelic BIO (“ATB”) pursuant to which, among other things, and subject to the satisfaction of certain conditions on or prior to January 15, 2019, we shall grant to ATB a perpetual exclusive right of development and marketing of our IT-103 product candidate, which is a fixed dose combination of celecoxib and olmesartan medoxomil (the “Product”), at the currently approved dose/approved indications only for celecoxib (100 mg, 200mg and 400mg) for combined hypertension and arthritis only, with such right extending throughout the entire world (excluding the United States and Canada, and the territories of such countries) (the “Territory”). The grant of the license would be memorialized in a definitive license agreement to be entered into between the parties. The conditions to the grant of the license include, without limitation, that: (i) ATB shall obtain funding in a certain specified amount (the “Fundraising”); or (ii) ATB shall obtain a co-development and licensing deal with other third-party pharmaceutical companies with respect to the Product; or (iii) ATB shall obtain a government-sponsored research and development project in the Republic of Korea. The agreement provides that, following the date on which the license is granted: (A) if ATB should sub-license the Product, we and ATB would share all proceeds of such sub-license equally; and (B) if ATB markets the Product on its own, ATB would provide us with a royalty equal to a percentage of net profits in the mid-single digits. The agreement also provides that ATB will make a payment to us in the amount of $100,000 upon the successful completion of the Fundraising, and a payment to us in the amount of $300,000 following the date on which we have provided certain specified technology and assistance regarding the manufacturing and production of the Product. We will be entitled to the clinical trial data and any enhancements and inventions developed by ATB during this process. Autotelic LLC, an entity that owns approximately 22% of the issued and outstanding shares of our common stock and of which Dr. Trieu, a current director of the Company and former Executive Chairman and Interim CEO, serves as Chief Executive Officer, owns approximately 19% of the issued and outstanding shares of the common stock of ATB. 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 (“Sellers”) 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events Except for the events 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 F Convertible Preferred Share Private Placement Offering In July 2018, we entered into Subscription Agreements with certain accredited investors and conducted a closing pursuant to which we sold 308 shares of our Series F 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 July 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 $1.4 million from the sale of the Securities, after deducting placement agent fees and estimated expenses payable by us of approximately $180,000 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 308,000 shares of our common stock. The Warrant has a five-year term and an exercise price of $0.55 per share. Stock Option Grants In July 2018, we granted our Chief Executive Officer, Robert Moscato Jr. 1,500,000 Incentive Stock Options; Uli Hacksell, Ph. D., the Chairman of our Board, 1,000,000 Incentive Stock Options; and Erik Emerson, our Chief Commercial Officer, 1,125,000 Incentive Stock Options. |
Nature of Operations, Basis o16
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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. There were no liabilities measured at fair value as of June 30, 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 June 30, 2018 or December 31, 2017. |
Revenue Recognition | Revenue Recognition The Company has adopted the new revenue recognition guidelines 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. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. 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. During the three months ended June 30, 2018, the Company entered into certain contracts for the sale and distribution of Prestalia and shipped orders totaling approximately $58,000. The Company has not recognized this revenue since it cannot yet determine that collectability of the entire amount is probable. During the three months ended March 31, 2018, Marina entered into a Licensing Agreement, whereby Marina granted exclusive rights to the company’s DiLA 2 2 |
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 (loss) since such inclusion would be anti-dilutive: Three and Six Months Ended June 30, 2018 2017 Stock options outstanding 1,122,457 233,400 Warrants 33,028,829 2,492,945 Shares to be issued upon conversion of notes payable - 312,050 Restricted common stock - 70,000 Total 34,151,286 3,108,395 |
Reclassification of Prior Period Presentation | Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Nature of Operations, Basis o17
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities | The following number of shares have been excluded from diluted net (loss) since such inclusion would be anti-dilutive: Three and Six Months Ended June 30, 2018 2017 Stock options outstanding 1,122,457 233,400 Warrants 33,028,829 2,492,945 Shares to be issued upon conversion of notes payable - 312,050 Restricted common stock - 70,000 Total 34,151,286 3,108,395 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 the 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) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Following is a breakdown of notes payable as of June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Notes payable $ - $ 97,523 Convertible notes payable - 346,700 Total notes payable $ - $ 444,223 Notes payable – related parties - $ 93,662 Convertible notes payable – related parties (net of debt discount of $0 and $113,171 as of June 30, 2018 and December 31, 2017, respectively) - 1,368,378 Total notes payable – related parties $ - $ 1,462,040 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Expiring in 2018 - Expiring in 2019 600,000 Expiring in 2020 1,189,079 Expiring in 2021 343,750 Expiring in 2022 29,202,227 Expiring thereafter 1,693,773 33,028,829 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity was as follows: Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2017 745,707 $ 8.84 Options granted 399,000 1.01 Options expired / forfeited (22,250 ) 220.70 Outstanding, June 30, 2018 1,122,457 1.86 Exercisable, June 30, 2018 590,519 $ 1.76 |
Schedule of Summary of Additional Information on Stock Options Outstanding | The following table summarizes additional information on Marina’s stock options outstanding at June 30, 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 $0.98 380,000 4.84 $ 0.98 380,000 $ 0.98 $1.00 14,000 3.38 $ 1.00 14,000 $ 1.00 $1.50 – $1.80 553,007 8.59 1.78 141,069 1.75 $2.60 – $8.20 150,400 3.83 2.94 30,400 4.48 $10.70 – $22.00 25,050 1.23 10.81 25,050 10.81 Totals 1,122,457 6.46 $ 1.86 590,519 $ 1.76 |
Nature of Operations, Basis o22
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 16, 2018 | May 31, 2018 | Apr. 30, 2018 | May 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 |
Prestalia [Member] | |||||||
Revenue | $ 58,000 | ||||||
Licensing Agreement [Member] | |||||||
Upfront payment | $ 200,000 | $ 200,000 | |||||
Series E Convertible Preferred Stock [Member] | |||||||
Proceeds from private placement | $ 2,000,000 | $ 10,000,000 | |||||
Series E Convertible Preferred Stock [Member] | Subscription Agreements [Member] | |||||||
Sale of stock, shares | 2,812 | ||||||
Series F Convertible Preferred Stock [Member] | July 2018 [Member] | |||||||
Proceeds from private placement | $ 1,400,000 | ||||||
Series F Convertible Preferred Stock [Member] | July 2018 [Member] | Subscription Agreements [Member] | |||||||
Sale of stock, shares | 308 | ||||||
Purchase price per share | $ 5,000 | $ 5,000 |
Nature of Operations, Basis o23
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Anti-dilutive securities | 34,151,286 | 3,108,395 | 34,151,286 | 3,108,395 |
Stock Options Outstanding [Member] | ||||
Anti-dilutive securities | 1,122,457 | 233,400 | 1,122,457 | 233,400 |
Warrants [Member] | ||||
Anti-dilutive securities | 33,028,829 | 2,492,945 | 33,028,829 | 2,492,945 |
Shares to be Issued upon Conversion of Notes Payable [Member] | ||||
Anti-dilutive securities | 312,050 | 312,050 | ||
Restricted Common Stock [Member] | ||||
Anti-dilutive securities | 70,000 | 70,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jul. 31, 2017 | |
Fair value of the assets acquired | $ 620,000 | $ 620,000 | |||||
Intangible asset | $ 2,309,451 | 2,309,451 | |||||
Accumulated amortization of intangible assets | 746,615 | 746,615 | |||||
Amortization | $ 123,262 | $ 106,226 | $ 246,523 | $ 204,604 | |||
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 | $ 320,000 | $ 320,000 | ||||
Symplmed Technologies, LLC [Member] | |||||||
Intangible asset | $ 75,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 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 ($) | Dec. 31, 2017 | Apr. 30, 2016 | Feb. 29, 2016 | May 31, 2018 | Apr. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 |
Due to related party | $ 730,629 | $ 64,478 | $ 64,478 | |||||||
Number of stock issued during the period, shares | 47,468 | 20,548 | 51,988 | |||||||
Fair value of warrant | $ 10,715 | $ 113,787 | ||||||||
Loss on settlement of debt | (874,697) | (874,697) | ||||||||
BioMauris, LLC [Member] | ||||||||||
Due to related party | $ 33,016 | 33,016 | ||||||||
Paid to related party for services | 309,116 | |||||||||
Philip C. Ranker [Member] | ||||||||||
Options to purchase share | 200,000 | |||||||||
Exercise price of common shares | $ 0.98 | |||||||||
Philippe P. Calais [Member] | ||||||||||
Options to purchase share | 80,000 | |||||||||
Exercise price of common shares | $ 0.98 | |||||||||
Joseph W. Ramelli [Member] | ||||||||||
Severance payments | $ 60,000 | |||||||||
Exercisable period | 5 years | |||||||||
Number of exercisable options grants | 100,000 | |||||||||
Exercise price of common stock | $ 0.98 | |||||||||
Dr. Trieu[Member] | ||||||||||
Salary received amount per month | $ 20,000 | |||||||||
Warrants [Member] | ||||||||||
Warrants to purchase common shares | 1,345,040 | |||||||||
Warrant term | 5 years | |||||||||
Exercise price of warrants | $ 0.55 | $ 0.55 | $ 0.55 | |||||||
Fair value of warrant | $ 1,494,469 | |||||||||
Loss on settlement of debt | 754,697 | |||||||||
Autotelic [Member] | ||||||||||
Billed expenses | 616,385 | 317,044 | ||||||||
Personnel cost | $ 284,091 | $ 243,944 | ||||||||
Master Services Agreement [Member] | ||||||||||
Ownership interest | 5.00% | 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% | |||||||||
Settlement Agreement with Autotelic Inc [Member] | Maximum [Member] | ||||||||||
Warrants to purchase common shares | 1,219,425 | |||||||||
Settlement Agreement with Autotelic Inc [Member] | Preferred Stock [Member] | ||||||||||
Number of stock issued during the period, shares | 162.59 | |||||||||
Accrued and Unpaid fees | $ 812,950 | |||||||||
Compromise and Settlement Agreements [Member] | Board of Directors [Member] | ||||||||||
Number of stock issued during the period, shares | 58.25 | |||||||||
Warrants to purchase common shares | 436,875 | |||||||||
Accrued and Unpaid fees | $ 291,250 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2017 | Apr. 30, 2016 | Feb. 29, 2016 | May 31, 2018 | Apr. 30, 2018 | Nov. 30, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 15, 2016 | Sep. 20, 2016 |
Number of stock issued during the period, shares | 47,468 | 20,548 | 51,988 | ||||||||||||||||
Gross proceeds from debt | $ 400,000 | ||||||||||||||||||
Unamortization of debt discount | $ 0 | 0 | $ 113,171 | ||||||||||||||||
Fair value of warrants | $ 10,715 | 113,787 | |||||||||||||||||
Amortization of debt discount | 113,171 | ||||||||||||||||||
Line Letter [Member] | |||||||||||||||||||
Accrued interest expenses | 0 | 0 | 25,836 | ||||||||||||||||
Line Letter [Member] | Autotelic Inc [Member] | |||||||||||||||||||
Number of stock issued during the period, shares | 19 | ||||||||||||||||||
Purchase of warrants | 142,500 | ||||||||||||||||||
Line of credit maximum borrowing capacity | $ 500,000 | ||||||||||||||||||
Line of credit | 0 | 0 | 93,662 | ||||||||||||||||
Line of credit interest | 0 | $ 2,847 | |||||||||||||||||
Number of common stock issued for merger | 525,535 | ||||||||||||||||||
Line of credit bears interest rate | 5.00% | ||||||||||||||||||
Line of credit drawn down amount | $ 90,816 | ||||||||||||||||||
Line Letter [Member] | Autotelic Inc [Member] | Maximum [Member] | |||||||||||||||||||
Line of credit | $ 500,000 | ||||||||||||||||||
Executive Chairman [Member] | Line Letter [Member] | |||||||||||||||||||
Line of credit maximum borrowing capacity | $ 540,000 | ||||||||||||||||||
Dr. Trieu[Member] | Line Letter [Member] | |||||||||||||||||||
Number of stock issued during the period, shares | 114.63 | ||||||||||||||||||
Purchase of warrants | 859,725 | ||||||||||||||||||
Debt conversion price per share | $ 1.77 | ||||||||||||||||||
Line of credit | 540,000 | ||||||||||||||||||
Line of credit interest | $ 540,000 | ||||||||||||||||||
Private Placement [Member ] | |||||||||||||||||||
Number of stock issued during the period, shares | 71.46 | ||||||||||||||||||
Purchase of warrants | 535,950 | ||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||
Debt instrument face amount | $ 300,000 | ||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||
Debt instrument maturity date | Jun. 20, 2017 | ||||||||||||||||||
Original principal amount | $ 300,000 | ||||||||||||||||||
Amendment Agreement [Member] | February 10, 2012 [Member] | |||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2017 | ||||||||||||||||||
Issuance of consideration securities | $ 375,000 | ||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||
Notes payable | $ 46,000 | ||||||||||||||||||
Purchase of warrants | 505,705 | ||||||||||||||||||
Note Purchase Agreement [Member] | 10 Investors [Member] | |||||||||||||||||||
Debt instrument face amount | $ 400,000 | $ 400,000 | |||||||||||||||||
Debt instrument interest rate | 5.00% | 5.00% | |||||||||||||||||
Debt conversion price per share | $ 3.50 | $ 3.50 | |||||||||||||||||
Original principal amount | $ 400,000 | $ 400,000 | |||||||||||||||||
Note Purchase Agreement [Member] | Private Placement [Member ] | |||||||||||||||||||
Number of stock issued during the period, shares | 83.44 | ||||||||||||||||||
Number of shares cancelled | 9.27 | ||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Debt instrument face amount | $ 121,523 | ||||||||||||||||||
Debt periodic payment | $ 6,000 | ||||||||||||||||||
Original principal amount | $ 121,523 | ||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||
Notes payable | 0 | 0 | 97,523 | ||||||||||||||||
June 2016 Noteholders [Member] | Private Placement [Member ] | |||||||||||||||||||
Number of stock issued during the period, shares | 75 | ||||||||||||||||||
Purchase of warrants | 562,500 | ||||||||||||||||||
Obligation issued amount | $ 375,000 | ||||||||||||||||||
Notes One [Member] | |||||||||||||||||||
Accrued interest expenses | 0 | 0 | 46,700 | ||||||||||||||||
Interest | 0 | 346,700 | |||||||||||||||||
Notes Two [Member] | |||||||||||||||||||
Accrued interest expenses | 0 | 0 | 11,365 | ||||||||||||||||
Interest | 0 | 411,365 | |||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||
Debt instrument face amount | $ 50,000 | ||||||||||||||||||
Notes payable | $ 50,000 | ||||||||||||||||||
Debt instrument interest rate | 8.00% | 3.00% | |||||||||||||||||
Debt instrument maturity date | Mar. 31, 2018 | Jun. 30, 2018 | |||||||||||||||||
Purchase of warrants | 66,667 | ||||||||||||||||||
Interest | 504,274 | ||||||||||||||||||
Notes payable to related party | $ 500,000 | ||||||||||||||||||
Gross proceeds from debt | $ 5,000,000 | ||||||||||||||||||
Convertible note payable | 0 | 0 | $ 504,274 | ||||||||||||||||
Warrants terms | 5 years | ||||||||||||||||||
Exercise price of warrants | $ 0.75 | ||||||||||||||||||
Original principal amount | $ 50,000 | ||||||||||||||||||
Unamortization of debt discount | $ 162,210 | $ 0 | 0 | ||||||||||||||||
Fair value of warrants | $ 112,210 | ||||||||||||||||||
Amortization of debt discount | $ 113,171 | ||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||
Debt instrument face amount | $ 500,000 | ||||||||||||||||||
Number of stock issued during the period, shares | 103.18 | ||||||||||||||||||
Purchase of warrants | 777.750 | ||||||||||||||||||
Original principal amount | $ 500,000 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Total notes payable | $ 444,223 | |
Total notes payable - related parties | 1,462,040 | |
Notes Payable [Member] | ||
Total notes payable | 97,523 | |
Convertible Notes Payable [Member] | ||
Total notes payable | 346,700 | |
Notes Payable Related Parties [Member] | ||
Total notes payable - related parties | 93,662 | |
Convertible Notes Payable Related Parties [Member] | ||
Total notes payable - related parties | $ 1,368,378 |
Notes Payable - Summary of No29
Notes Payable - Summary of Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Convertible notes payable - related parties net of debt discount | $ 0 | $ 113,171 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Apr. 30, 2016 | Feb. 29, 2016 | Aug. 31, 2015 | May 31, 2018 | Apr. 30, 2018 | Sep. 30, 2017 | May 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2014 |
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | |||||||||||
Common stock, par value | $ 0.006 | $ 0.006 | $ 0.006 | |||||||||||
Number of stock issued during the period, shares | 47,468 | 20,548 | 51,988 | |||||||||||
Preferred stock stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Sale of preferred stock | $ 12,258,225 | |||||||||||||
Accrued dividends | $ 270,620 | |||||||||||||
Number shares issued, value | $ 75,000 | $ 58,000 | $ 75,000 | |||||||||||
Common stock, shares outstanding | 11,241,684 | 11,241,684 | 10,521,728 | |||||||||||
Fair value of warrants | $ 10,715 | 113,787 | ||||||||||||
Loss on settlement of debt | $ (874,697) | $ (874,697) | ||||||||||||
Warrants [Member] | ||||||||||||||
Weighted average exercise price | $ 0.81 | |||||||||||||
Number of warrants expired | 11,131 | |||||||||||||
Vaya Pharma LLC [Member] | ||||||||||||||
Number of stock issued during the period, shares | 210,084 | |||||||||||||
Number shares issued, value | $ 250,000 | |||||||||||||
Private Placement [Member ] | ||||||||||||||
Number of stock issued during the period, shares | 71.46 | |||||||||||||
Warrants to purchase of common stock shares | 535,950 | |||||||||||||
Warrants [Member] | ||||||||||||||
Warrants to purchase of common stock shares | 1,345,040 | |||||||||||||
Common stock exercise price, per share | $ 0.55 | $ 0.55 | $ 0.55 | |||||||||||
Warrant term | 5 years | |||||||||||||
Warrants outstanding | 33,028,829 | 33,028,829 | 1,895,013 | |||||||||||
Fair value of warrants | $ 1,494,469 | |||||||||||||
Loss on settlement of debt | $ 754,697 | |||||||||||||
Adjustable warrants, shares | 1,895,013 | 1,895,013 | ||||||||||||
Warrants [Member] | Autotelic Inc [Member] | ||||||||||||||
Common stock exercise price, per share | $ 0.55 | $ 0.55 | ||||||||||||
Warrant term | 5 years | |||||||||||||
Fair value of warrants | $ 1,494,469 | |||||||||||||
Loss on settlement of debt | $ 754,697 | |||||||||||||
Subscription Agreements [Member] | Private Placement [Member ] | ||||||||||||||
Warrants to purchase of common stock shares | 2,958,460 | 2,958,460 | ||||||||||||
Sale of preferred stock | $ 12,300,000 | |||||||||||||
Placement agent fees and estimated expenses | $ 2,000,000 | |||||||||||||
Asset Purchase Agreement [Member] | Novosom Verwaltungs GmbH [Member] | ||||||||||||||
Number of stock issued during the period, shares | 51,988 | |||||||||||||
July 2018 [Member] | Warrants [Member] | ||||||||||||||
Number of warrants expired | 252 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Preferred stock designated, shares | 1,000 | 1,000 | ||||||||||||
Preferred stock shares outstanding | ||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Preferred stock designated, shares | 90,000 | 90,000 | ||||||||||||
Preferred stock shares outstanding | ||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Preferred stock designated, shares | 1,200 | |||||||||||||
Common stock, par value | $ 5,000 | $ 5,000 | ||||||||||||
Preferred stock liquidation preference per share | 5,100 | $ 5,100 | ||||||||||||
Preferred stock voting rights | voting rights of 666.67 votes per share | |||||||||||||
Common stock at a conversion price, per share | $ 7.50 | $ 7.50 | ||||||||||||
Series C Preferred Stock [Member] | Investor [Member] | ||||||||||||||
Conversion of stock, shares converted | 270 | 650 | ||||||||||||
Number of stock issued during the period, shares | 180,000 | 433,334 | ||||||||||||
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 | |||||||||||||
Number of stock issued during the period, 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 | 20 | |||||||||||||
Number of stock issued during the period, shares | 25,000 | |||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | 3,500 | 3,500 | 3,500 | |||||||||||
Preferred stock designated, shares | 3,500 | |||||||||||||
Preferred stock shares outstanding | 3,490 | 3,490 | 0 | |||||||||||
Preferred stock stated value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Series E Convertible Preferred Stock [Member] | Subscription Agreements [Member] | ||||||||||||||
Sale of stock, shares | 2,812 | |||||||||||||
Preferred stock stated dividend rate | 8.00% | |||||||||||||
Warrant term | 5 years | |||||||||||||
Series E Convertible Preferred Stock [Member] | Subscription Agreements [Member] | Warrants [Member] | ||||||||||||||
Common stock at a conversion price, per share | $ 0.50 | $ 0.50 | ||||||||||||
Warrants to purchase of common stock shares | 0.75 | 0.75 | ||||||||||||
Common stock exercise price, per share | $ 1 | $ 1 | ||||||||||||
Preferred stock stated value | 5,000 | 5,000 | ||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||
Accrued dividends | $ 270,620 | $ 270,620 | ||||||||||||
Series F Convertible Preferred Stock [Member] | July 2018 [Member] | ||||||||||||||
Preferred stock designated, shares | 2,200 | |||||||||||||
Series F Convertible Preferred Stock [Member] | July 2018 [Member] | Subscription Agreements [Member] | ||||||||||||||
Sale of stock, shares | 308 | |||||||||||||
Preferred stock stated value | $ 5,000 | $ 5,000 | ||||||||||||
Warrants [Member] | ||||||||||||||
Common stock exercise price, per share | $ 0.55 | $ 0.55 | ||||||||||||
Warrant term | 5 years | |||||||||||||
Warrant issued | 29,135,560 | |||||||||||||
Fair value of warrants | $ 31,106,896 | |||||||||||||
Warrants [Member] | Autotelic Inc [Member] | ||||||||||||||
Warrant issued | 1,345,040 | |||||||||||||
Accrued and Unpaid fees | $ 739,772 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 2018shares | |
Equity [Abstract] | |
Expiring in 2018 | |
Expiring in 2019 | 600,000 |
Expiring in 2020 | 1,189,079 |
Expiring in 2021 | 343,750 |
Expiring in 2022 | 29,202,227 |
Expiring thereafter | 1,693,773 |
Total | 33,028,829 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 31, 2018 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 31, 2017 | |
Weighted-average exercisable remaining contractual life (years) | 4 years 11 months 1 day | ||||||
Stock option granted during the period | 399,000 | ||||||
Stock option unrecognized compensation expense | $ 717,996 | $ 717,996 | |||||
Stock option expenses | 374,159 | $ 15,328 | 493,038 | $ 59,568 | |||
Stock option outstanding, intrinsic value | $ 0 | $ 0 | |||||
Option outstanding | |||||||
Stock option outstanding exercise price | $ 0.63 | $ 0.63 | |||||
Director and Officers [Member] | |||||||
Stock option granted during the period | 380,000 | 19,000 | |||||
Options to purchase exercise price, per share | $ 0.98 | $ 1.56 | |||||
Stock option weighted average period term | 5 years | 5 years | |||||
Robert Moscato Jr [Member] | July 2018 [Member] | |||||||
Stock option granted during the period | 1,500,000 | ||||||
Uli Hacksell [Member] | July 2018 [Member] | |||||||
Stock option granted during the period | 1,000,000 | ||||||
Erik Emerson [Member] | July 2018 [Member] | |||||||
Stock option granted during the period | 1,125,000 |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Outstanding Beginning, Shares | shares | 745,707 |
Options Outstanding, granted | shares | 399,000 |
Options Outstanding, expired/ forfeited | shares | (22,250) |
Options Outstanding Ending, Shares | shares | 1,122,457 |
Options Outstanding Exercisable, Shares | shares | 590,519 |
Options Outstanding Weighted Average Exercise Price, Beginning | $ / shares | $ 8.84 |
Options Outstanding Weighted Average Exercise Price, granted | $ / shares | 1.01 |
Options Outstanding Weighted Average Exercise Price, expired/ forfeited | $ / shares | 220.70 |
Options Outstanding Weighted Average Exercise Price, Ending | $ / shares | 1.86 |
Options Outstanding Exercisable Weighted Average Exercise Price | $ / shares | $ 1.76 |
Stock Incentive Plans - Sched34
Stock Incentive Plans - Schedule of Summary of Additional Information on Stock Options Outstanding (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Options Outstanding, Shares | shares | 1,122,457 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 6 years 5 months 16 days |
Options Outstanding Weighted Average Exercise Price | $ 1.86 |
Number of Option Exercisable, Shares | shares | 590,519 |
Options Exercisable Weighted Average Exercise Price | $ 1.76 |
Range One [Member] | |
Range of Exercise Prices, Upper | $ 0.98 |
Number of Options Outstanding, Shares | shares | 380,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 years 10 months 3 days |
Options Outstanding Weighted Average Exercise Price | $ 0.98 |
Number of Option Exercisable, Shares | shares | 380,000 |
Options Exercisable Weighted Average Exercise Price | $ 0.98 |
Range Two [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 4 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 Three [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 7 months 2 days |
Options Outstanding Weighted Average Exercise Price | $ 1.78 |
Number of Option Exercisable, Shares | shares | 141,069 |
Options Exercisable Weighted Average Exercise Price | $ 1.75 |
Range Four [Member] | |
Range of Exercise Prices, Lower | 2.60 |
Range of Exercise Prices, Upper | $ 8.20 |
Number of Options Outstanding, Shares | shares | 150,400 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 3 years 9 months 29 days |
Options Outstanding Weighted Average Exercise Price | $ 2.94 |
Number of Option Exercisable, Shares | shares | 30,400 |
Options Exercisable Weighted Average Exercise Price | $ 4.48 |
Range Five [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 2 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 |
Intellectual Property and Col35
Intellectual Property and Collaborative Agreements (Details Narrative) - USD ($) | Mar. 16, 2018 | Jul. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | May 31, 2018 | Jul. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Nov. 30, 2016 | Mar. 31, 2018 | Jun. 30, 2018 |
Sale of common stock to related party, shares | 47,468 | 20,548 | 51,988 | |||||||||
Sale of common stock to related party | $ 75,000 | $ 58,000 | $ 75,000 | |||||||||
License fee | $ 350,000 | $ 250,000 | ||||||||||
License and success-based milestones | $ 40,000,000 | |||||||||||
Executive Chairman [Member] | ||||||||||||
Ownership percentage | 22.00% | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Ownership percentage | 19.00% | |||||||||||
License Agreement [Member] | ||||||||||||
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 Lipomedicsâs 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 âSales Milestonesâ) 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. | |||||||||||
Binding Agreement with Autotelic BIO [Member] | ||||||||||||
Payment description | (A) if ATB should sub-license the Product, we and ATB would share all proceeds of such sub-license equally; and (B) if ATB markets the Product on its own, ATB would provide us with a royalty equal to a percentage of net profits in the mid-single digits. The agreement also provides that ATB will make a payment to us in the amount of $100,000 upon the successful completion of the Fundraising, and a payment to us in the amount of $300,000 following the date on which we have provided certain specified technology and assistance regarding the manufacturing and production of the Product. | |||||||||||
Licensing Agreement [Member] | ||||||||||||
Upfront payment of future consideration | $ 200,000 | $ 200,000 | ||||||||||
Purchase Agreement [Member] | Symplmed Pharmaceuticals LLC [Member] | ||||||||||||
Purchase price | $ 75,000 | |||||||||||
Upfront payment of future consideration | $ 620,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 30, 2016 | Feb. 29, 2016 | May 31, 2018 | Apr. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Issuance of common stock, shares | 47,468 | 20,548 | 51,988 | |||
Issuance of common stock, value | $ 75,000 | $ 58,000 | $ 75,000 | |||
Accrued expenses | $ 0 | $ 250,000 | ||||
Vaya Pharma, Inc. [Member] | ||||||
Issuance of common stock, shares | 210,084 | |||||
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 Windlasâ 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 ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | |||
Jul. 31, 2018 | May 31, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Stock option granted during the period | 399,000 | |||||
Subsequent Event [Member] | ||||||
Proceeds from private placement | $ 1,400,000 | |||||
Placement agent fees and estimated expenses | $ 180,000 | |||||
Subsequent Event [Member] | Robert Moscato Jr [Member] | ||||||
Stock option granted during the period | 1,500,000 | |||||
Subsequent Event [Member] | Uli Hacksell [Member] | ||||||
Stock option granted during the period | 1,000,000 | |||||
Subsequent Event [Member] | Erik Emerson [Member] | ||||||
Stock option granted during the period | 1,125,000 | |||||
Private Placement [Member ] | ||||||
Warrants to purchase common shares | 535,950 | |||||
Private Placement [Member ] | Subsequent Event [Member] | ||||||
Warrant term | 5 years | |||||
Exercise price per share | $ 0.55 | |||||
Warrants to purchase common shares | 308,000 | |||||
Warrants [Member] | ||||||
Exercise price per share | $ 0.55 | $ 0.55 | ||||
Warrants to purchase common shares | 1,345,040 | |||||
Subscription Agreements [Member] | Private Placement [Member ] | ||||||
Placement agent fees and estimated expenses | $ 2,000,000 | |||||
Warrants to purchase common shares | 2,958,460 | |||||
Subscription Agreements [Member] | Warrants [Member] | Subsequent Event [Member] | ||||||
Purchase price per share | $ 0.75 | |||||
Warrant term | 5 years | |||||
Exercise price per share | $ 0.55 | |||||
Subscription Agreements [Member] | Series F Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Sale of stock, shares | 308 | |||||
Purchase price per share | $ 5,000 | |||||
Conversion price per share | $ 0.50 |