SCHEDULE
13D
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1.
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Names
of Reporting Persons.
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Vuong
Trieu
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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PF,
OO
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship
or Place of Organization
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United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
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11,094,641
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8.
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Shared
Voting Power
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28,378,912
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9.
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Sole
Dispositive Power
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11,094,641
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10.
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Shared
Dispositive Power
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28,378,912
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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39,473,553
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
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44.0%*
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14.
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Type
of Reporting Person (See Instructions)
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IN
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*
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Percentage
calculated based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the merger of
a wholly-owned subsidiary of the Issuer into IthenaPharma Inc. on November 15, 2016, as described in a Current Report on Form
8-K filed by the Issuer on November 18, 2016.
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SCHEDULE
13D
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1.
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Names
of Reporting Persons.
Autotelic
LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship
or Place of Organization
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Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
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0
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8.
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Shared
Voting Power
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23,123,558
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9.
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Sole
Dispositive Power
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0
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10.
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Shared
Dispositive Power
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23,123,558
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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23,123,558
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
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25.8%*
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14.
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Type
of Reporting Person (See Instructions)
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OO
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*
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Percentage
calculated based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the merger of
a wholly-owned subsidiary of the Issuer into IthenaPharma Inc. on November 15, 2016, as described in a Current Report on Form
8-K filed by the Issuer on November 18, 2016.
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SCHEDULE
13D
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1.
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Names
of Reporting Persons.
Autotelic Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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OO
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5.
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Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship
or Place of Organization
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Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
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0
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8.
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Shared
Voting Power
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5,255,354
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9.
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Sole
Dispositive Power
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0
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10.
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Shared
Dispositive Power
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5,255,354
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5,255,354
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares(See Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
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5.9%*
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14.
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Type
of Reporting Person (See Instructions)
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CO
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*
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Percentage
calculated based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the merger of
a wholly-owned subsidiary of the Issuer into IthenaPharma Inc. on November 15, 2016, as described in a Current Report on Form
8-K filed by the Issuer on November 18, 2016.
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Item
1. Security and Issuer
This
filing relates to the Common Stock, par value $0.006 per share (“
Common Stock
”), of Marina Biotech, Inc. (the
“
Issuer
”), with principal executive offices at P.O. Box 1559, Bothell, WA 98041.
Item
2. Identity and Background
a)
Name:
Vuong
Trieu
Autotelic
LLC
Autotelic
Inc.
Vuong
Trieu, Autotelic LLC and Autotelic Inc. are hereinafter sometimes collectively referred to as the “
Reporting Persons
”.
(b)
Business Address:
Vuong
Trieu
4003
Jim Bowie
Agoura
Hills, CA 91301
Autotelic
LLC
17870
Castleton Street, Suite 250
City
of Industry, CA 91748
Autotelic
Inc.
940
South Coast Drive, Suite 100
Costa
Mesa, CA 92626
(c)
Principal Business and State of Incorporation:
Vuong
Trieu is the founder, Chief Executive Officer and Chairman of the Board of Directors of IthenaPharma Inc. (“
Ithena
”).
Ithena became a wholly-owned subsidiary of the Issuer on November 15, 2016 as a result of the consummation of the transactions
contemplated by that certain Agreement and Plan of Merger, dated as of November 15, 2016, by and between the Issuer, Ithena Acquisition
Corporation (a wholly-owned subsidiary of the Issuer that was merged into Ithena), Ithena, and Vuong Trieu as the representative
of the stockholders of Ithena (the “
Merger Agreement
”, and the merger of Ithena Acquisition Corporation and
Ithena effected thereby, the “
Merger
”). In connection with the closing of the Merger, Dr. Trieu became the
Chairman of the Board of Directors of the Issuer. Dr. Trieu, an expert in pharmaceutical development and commercialization, also
serves as Chairman of the Board for the Autotelic consortium of companies, including Oncotelic, Stocosil, Lipomedics and Autotelic
Inc., and as the chief Executive Officer of Autotelic LLC.
(d)
Conviction in a Criminal Proceeding:
Each
of the Reporting Persons has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
Conviction in a Civil Proceeding:
Each
of the Reporting Persons has not, during the last five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
The
Reporting Persons acquired their interest in the securities described in Item 5 of this filing in connection with the consummation
of the Merger pursuant to the Merger Agreement. On November 15, 2016, the Issuer consummated the Merger pursuant to the terms
and conditions of the Merger Agreement. In connection with the Merger, the Reporting Persons received an aggregate of 39,473,553
shares of Common Stock based on the Reporting Persons’ ownership of common stock of Ithena at the time of the Merger.
Items
4 through 6 of this filing are hereby incorporated by reference into this Item 3.
Item
4. Purpose of Transaction
The
Reporting Persons have acquired securities of the Issuer for investment purposes, except as otherwise stated herein. The Reporting
Persons intend to review from time to time their investment in the Issuer and, depending on such review, may consider from time
to time various alternative courses of action. In addition, depending on prevailing conditions from time to time, including, without
limitation, price and availability of shares, future evaluations by the Reporting Persons of the business and prospects of the
Issuer, regulatory requirements, other investment opportunities available to the Reporting Persons and general stock market and
economic conditions, the Reporting Persons may determine to increase their investment or sell all or part of their investment
in the Issuer through open-market purchases, privately negotiated transactions, a tender or exchange offer or otherwise.
In
connection with the consummation of the Merger, Dr. Trieu was elected to the Board of Directors of the Issuer. He also became
the Chairman of the Board of Directors of the Issuer following the consummation of the Merger.
Item
5. Interest in Securities of the Issuer
(a)
Aggregate number and percentage of class beneficially owned:
Each
of the Reporting Persons incorporates herein by reference its responses to (11) and (13) on the cover page of this Schedule 13D.
Percent
of class:
Vuong
Trieu – 44.0%
Autotelic
LLC – 25.8%
Autotelic
Inc. – 5.9%
*
Percentage calculated based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the Merger.
(b)
Number of shares as to which such person has:
(i)
Sole power to vote or direct the vote:
Dr.
Trieu has the sole voting power over 11,094,641.
(ii)
Shared power to vote or direct the vote:
Dr.
Trieu and Autotelic LLC, of which entity Dr. Trieu serves as Chief Executive Officer, share voting power over 23,123,558 shares.
Dr. Trieu and Autotelic Inc., of which entity Dr. Trieu serves as Chairman of the Board of Directors, share voting power over
5,255,354 shares.
(iii)
Sole power to dispose or to direct the disposition of:
Dr.
Trieu has sole power to dispose or to direct the disposition of 11,094,641 shares.
(iv)
Shared power to dispose or to direct the disposition of:
Dr.
Trieu and Autotelic LLC, of which entity Dr. Trieu serves as Chief Executive Officer, share the power to dispose or to direct
the disposition of 23,123,558 shares. Dr. Trieu and Autotelic Inc., of which entity Dr. Trieu serves as Chairman of the Board
of Directors, share the power to dispose or to direct the disposition of 5,255,354 shares.
(c)
Transactions during the past 60 days.
Other
than pursuant to the transactions described in Item 3, Item 4 and Item 6, which are incorporated herein by reference, the Reporting
Persons have not acquired or disposed of any shares of Common Stock during the past 60 days.
(d)
Right to dividends or proceeds of sale.
To
the best of each of the Reporting Person’s knowledge as of the date hereof, such Reporting Person does not have or know
any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, any shares of Common Stock beneficially owned by such Reporting Person.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As
described at the end of this Item 6, please note the following descriptions are qualified in their entirety by the instruments
included as exhibits to this statement
.
Merger
Agreement
.
The
description of the Merger Agreement in Item 3 is hereby incorporated by reference into this Item 6.
Line
Letter and Demand Note
In
connection with the Merger, the Issuer entered into a Line Letter dated November 15, 2016 with Vuong Trieu pursuant to which Dr.
Trieu offered to the Issuer an unsecured line of credit in an amount not to exceed $540,000, to be used for current operating
expenses of the Issuer. Dr. Trieu will consider requests for advances under the Line Letter until April 30, 2017. Dr. Trieu shall
have the right at any time for any reason in his sole and absolute discretion to terminate the line of credit available under
the Line Letter or to reduce the maximum amount available thereunder without notice to the Issuer or any other person; provided,
that Dr. Trieu agreed that he shall not demand the repayment of any advances that are made to the Issuer under the Line Letter
prior to the earlier of: (i) the six (6) month anniversary of the closing of the Merger; and (ii) the date on which (x) the Issuer
makes a general assignment for the benefit of its creditors, (y) the Issuer applies for or consents to the appointment of a receiver,
a custodian, a trustee or liquidator of all or a substantial part of its assets or (z) the Issuer ceases operations. Advances
made under the Line Letter shall bear interest at the rate of five percent (5%) per annum, shall be evidenced by a Demand Promissory
Note issued by the Issuer to Dr. Trieu, and shall be due and payable upon demand by Dr. Trieu.
Dr.
Trieu shall have the right, exercisable by delivery of written notice thereof to the Issuer (the “
Election Notice
”),
to either: (i) receive repayment for the entire unpaid principal amount advanced under the Line Letter and the accrued and unpaid
interest thereon on the date of the delivery of the Election Notice (the “
Outstanding Balance
”) or (ii) convert
the Outstanding Balance into such number of shares of the Issuer’s common stock as is equal to (x) the Outstanding Balance
by (y) the closing price of the Issuer’s common stock on November 15, 2016 (such price, the “
Conversion Price
”);
provided, that in no event shall the Conversion Price be lower than the lower of (x) $0.28 per share or (y) the lowest exercise
price of any securities of the Issuer that have been issued by the Issuer in a capital raising transaction (and that would otherwise
reduce the exercise price of any other outstanding warrants issued by the Issuer) during the period between November 15, 2016
and the date of the delivery of the Election Notice.
Master
Services Agreement
In
connection with the Merger Agreement and the closing of the Merger, on November 15, 2016, the Issuer entered into a Master Services
Agreement with Autotelic Inc. pursuant to which Autotelic Inc. agreed to provide certain business functions and services from
time to time during regular business hours at the Issuer’s request (the “
Master Services Agreement
”).
The Master Services Agreement has a term of ten years, though either party can terminate it by giving to the other party ninety
(90) days’ prior written notice of such termination (provided that the final day of the term shall be on the last day of
the calendar month in which the noticed termination date falls).
As
partial consideration for the services to be performed by Autotelic Inc. under the Master Services Agreement, during the period
prior to the date on which the Issuer has completed an equity offering of either common or preferred stock in which the gross
proceeds therefrom is no less than $10 million, the Issuer shall issue to Autotelic Inc. warrants to purchase shares of the Issuer’s
common stock (the “
MSA Warrants
”), with the number of shares of common stock for which such MSA Warrants are
exercisable, and the exercise price for such MSA Warrants, being based on the closing price of the Issuer’s common stock;
provided, that in no event shall such price be lower than the lower of (x) $0.28 per share or (y) the lowest exercise price of
any warrants that have been issued by the Issuer in a capital raising transaction (and that would otherwise reduce the exercise
price of any other outstanding warrants issued by the Issuer) during the period beginning on November 15, 2016 and ending on the
date of the issuance of the MSA Warrants.
Incorporation
by Reference
The
descriptions of the Merger Agreement, the Line Letter, the Demand Promissory Note and the Master Services Agreement are qualified
in their entirety by reference to the instruments filed as exhibits to this filing, which are incorporated by reference into this
Item 6.
Item
7. Material to be Filed as Exhibits
The
following agreements are included as exhibits to this filing:
Exhibit
99.1
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Joint
Filing Agreement (filed herewith).
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Exhibit
99.2
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Agreement
and Plan of Merger, dated as of November 15, 2016, by and between the Issuer, Ithena, Ithena Acquisition Corporation, and
Vuong Trieu, as representative of the stockholders of Ithena. Previously filed as Exhibit 2.1 to the Issuer’s Current
Report on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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Exhibit
99.3
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Line
Letter, dated November 15, 2016, by and between the Issuer and Vuong Trieu. Previously filed as Exhibit 10.2 to the Issuer’s
Current Report on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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Exhibit
99.4
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Form
of Demand Promissory Note issued by the Issuer to Ithena. Previously filed as Exhibit 4.1 to the Issuer’s Current Report
on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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Exhibit
99.5
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Master
Services Agreement, dated November 15, 2016, by and between the Issuer and Autotelic Inc. Previously filed as Exhibit 10.1
to the Issuer’s Current Report on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is
true, complete, and correct.
Dated:
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November
23, 2016
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/s/
Vuong Trieu
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Vuong
Trieu
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Dated:
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November
23, 2016
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Autotelic
LLC
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By:
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/s/
Vuong Trieu
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Name:
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Vuong
Trieu
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Title:
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Chief
Executive Officer
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Dated:
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November
23, 2016
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Autotelic
Inc.
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By:
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/s/
Vuong Trieu
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Name:
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Vuong
Trieu
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Title:
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Chairman
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EXHIBIT
INDEX
Exhibit
99.1
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Joint
Filing Agreement (filed herewith).
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Exhibit
99.2
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Agreement
and Plan of Merger, dated as of November 15, 2016, by and between the Issuer, Ithena, Ithena Acquisition Corporation, and
Vuong Trieu, as representative of the stockholders of Ithena. Previously filed as Exhibit 2.1 to the Issuer’s Current
Report on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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Exhibit
99.3
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Line
Letter, dated November 15, 2016, by and between the Issuer and Vuong Trieu. Previously filed as Exhibit 10.2 to the Issuer’s
Current Report on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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Exhibit
99.4
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Form
of Demand Promissory Note issued by the Issuer to Ithena. Previously filed as Exhibit 4.1 to the Issuer’s Current Report
on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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Exhibit
99.5
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Master
Services Agreement, dated November 15, 2016, by and between the Issuer and Autotelic Inc. Previously filed as Exhibit 10.1
to the Issuer’s Current Report on Form 8-K filed on November 18, 2016, and incorporated herein by reference.
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JOINT
FILING AGREEMENT
The
undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of
the date set forth below, to the joint filing on their behalf of the Schedule 13D to which this Exhibit is attached, in connection
with their beneficial ownership of the common stock of Marina Biotech, Inc. at November 23, 2016 and agree that such statement
is filed on behalf of each of them.
Dated:
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November 23, 2016
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/s/
Vuong Trieu
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Vuong Trieu
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Dated:
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November 23, 2016
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Autotelic LLC
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By:
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/s/
Vuong Trieu
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Name:
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Vuong Trieu
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Title:
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Chief Executive Officer
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Dated:
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November 23, 2016
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Autotelic Inc.
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By:
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/s/
Vuong Trieu
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Name:
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Vuong Trieu
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Title:
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Chairman
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