SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
|Date of Report (Date of Earliest Event Reported):
||May 13, 2014|
Marina Biotech, Inc.
||(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
|| (I.R.S. Employer |
||Identification No.) |
|P.O. Box 1559 , Bothell,
| (Address of principal executive offices)
|| (Zip Code) |
|Registrant’s telephone number, including area code:
||Former name or former address, if changed since last report
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2014, the Board
of Directors of Marina Biotech, Inc. (the “Company”) authorized the appointment of Daniel E. Geffken, M.B.A. as interim
Chief Financial Officer. Mr. Geffken replaces Philip C. Ranker, who resigned as interim Chief Financial Officer and Secretary of
the Company effective as of the close of business on December 31, 2013. Mr. Ranker currently serves as a member of the Company’s
Board of Directors.
Mr. Geffken, age 57, is a
founder and Managing Director at Danforth Advisors, LLC, where he has served since 2011. He has worked in both the life science
and renewable energy industries for the past 20 years. His work has ranged from early start-ups to publicly traded companies with
$1 billion+ market capitalizations. Previously, he served as COO or CFO of four publicly traded and four privately held companies,
including Seaside Therapeutics, Inc., where he served as COO from 2009 to 2011. In addition, he has been involved with multiple
rare disease-focused companies in areas such as Huntington's disease, amyotrophic lateral sclerosis, fragile X syndrome, hemophilia
A and Gaucher disease, including the approval of enzyme replacement therapies for the treatments of Fabry disease and Hunter syndrome.
Mr. Geffken has raised more than $700 million in equity and debt securities. Mr. Geffken started his career as a C.P.A. at KPMG
and, later, as a principal in a private equity firm. Mr. Geffken received his M.B.A from the Harvard Business School and his B.S.
from the Wharton School, University of Pennsylvania.
The Company previously entered
into a Consulting Agreement, effective as of January 9, 2014, with Danforth Advisors, LLC (“Danforth”), pursuant to
which the Company engaged Danforth to serve as an independent consultant for the purpose of providing the Company with certain
strategic and financial advice and support services during the one-year period beginning on January 9, 2014. Mr. Geffken is a founder
and Managing Director at Danforth. The Company anticipates that it will pay Danforth approximately $250,000 during the first year
of the engagement. The Company also issued to Danforth, upon the effectiveness of the agreement, 10-year warrants to purchase up
to 100,800 shares of the Company’s common stock, which warrants are exercisable at $0.481 per share and shall vest on a monthly
basis over the two-year period beginning on the effective date of the agreement.
Other than as described herein,
there are no related party transactions between the Company and Mr. Geffken, and Mr. Geffken is neither related to, nor does he
have any relationship with, any existing member of the Board or any executive officer of the Company.
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
||MARINA BIOTECH, INC.
|May 19, 2014
||/s/ J. Michael French
|| J. Michael French
|| Chief Executive Officer