X0306 4 2018-04-16 0 0000737207 Marina Biotech, Inc. MRNA 0001587074 Trieu Vuong C/O MARINA BIOTECH, INC. 17870 CASTLETON ST., SUITE 250 CITY OF INDUSTRY CA 91748 1 1 1 0 Executive Chairman Series E Convertible Preferred Stock 0.50 2018-04-16 4 A 0 2.25 5000 A 2018-04-16 Common Stock 22500 2.25 D Warrants to Purchase Common Stock 0.55 2018-04-16 4 A 0 16875 0.00 A 2018-04-16 Common Stock 16875 16875 D Series E Convertible Preferred Stock 0.50 2018-04-16 4 C 0 34.51 5000 A 2018-04-16 Common Stock 345100 34.51 D Warrants to Purchase Common Stock 0.55 2018-04-16 4 C 0 258825 0.00 A 2018-04-16 Common Stock 258825 258825 D 5% Convertible Promissory Note 5000 2018-04-16 4 C 0 165634 0.00 D 2018-04-16 Preferred Stock / Warrants 0.00 D Series E Convertible Preferred Stock 0.50 2018-04-16 4 C 0 114.63 5000 A 2018-04-16 Common Stock 1146300 114.63 D Warrants to Purchase Common Stock 0.55 2018-04-16 4 C 0 859725 0.00 A 2018-04-16 Common Stock 859725 859725 D 5% Demand Line of Credit 5000 2018-04-16 4 C 0 540000 0.00 D 2016-11-15 Preferred Stock / Warrants 0.00 D Series E Convertible Preferred Stock 0.50 2018-04-16 4 C 0 19 5000 A 2018-04-16 Common Stock 190000 19 I By Autotelic Inc. Warrants to Purchase Common Stock 0.55 2018-04-16 4 C 0 142500 0.00 A 2018-04-16 Common Stock 142500 142500 I By Autotelic Inc. 5% Demand Line of Credit 5000 2018-04-16 4 C 0 90816 0.00 D 2018-04-16 Preferred Stock / Warrants 0.00 I By Autotelic Inc. Series E Convertible Preferred Stock 0.50 2018-04-16 4 P 0 162.59 5000 A 2018-04-16 Common Stock 1625900 162.59 I By Autotelic Inc. Warrants to Purchase Common Stock 0.55 2018-04-16 4 P 0 2564465 0.00 A 2018-04-16 Common Stock 2564465 2564465 I By Autotelic Inc. In connection with the closing of the issuer's private placement of shares of its Series E Convertible Preferred Stock and warrants to purchase shares of its common stock (the "Offering"), which occurred on April 16, 2018, the issuer and the reporting person agreed that the issuer would satisfy all accrued and unpaid fees owed by the issuer to the reporting person for services as a member of the issuer's Board of Directors prior to January 1, 2018 by the issuance by the issuer to the reporting person of 2.25 shares of Series E Preferred Stock and warrants to purchase 16,875 shares of common stock. Each outstanding share of Series E Preferred Stock shall be converted into common stock on the earliest to occur of: (i) any date more than 30 trading days after the closing of the Offering that the closing price of the common stock on each of the 30 days immediately prior to such conversion exceeds $5.00; (ii) the three year anniversary of the closing of the Offering; and (iii) the date on which the holders of a majority of the outstanding shares of Series E Preferred Stock elect to convert all of the outstanding shares of Series E Preferred Stock. The warrants expire on the five year anniversary of the closing of the Offering. On April 16, 2018, the reporting person and the issuer amended the convertible promissory note in the principal amount of $165,634 that the issuer issued to the reporting person in June 2017 so that the unpaid principal amount thereof, together with accrued but unpaid interest thereon, would be converted into 34.51 shares of the issuer's Series E Convertible Preferred Stock and warrants to purchase up to 258,825 shares of the issuer's common stock upon the closing of the Offering. As a result of such conversion, the note has been satisfied in full and is no longer outstanding. N/A The note converted into 34.51 shares of Series E Convertible Preferred Stock and warrants to purchase 258,825 shares of common stock. On April 16, 2018, the reporting person and the issuer amended the demand line of credit that was extended by the reporting person to the issuer on November 15, 2016 so that the unpaid principal amount thereof, together with accrued but unpaid interest thereon, would be converted into 114.63 shares of the issuer's Series E Convertible Preferred Stock and warrants to purchase up to 859,725 shares of the issuer's common stock upon the closing of the Offering. As a result of such conversion, the line of credit has been satisfied in full and is no longer outstanding. The line of credit converted into 114.63 shares of Series E Convertible Preferred Stock and warrants to purchase 859,725 shares of common stock. On April 16, 2018, Autotelic Inc., an entity of which the reporting person serves as Chairman of the Board, and the issuer amended the demand line of credit that was extended by Autotelic Inc. to the issuer on April 4, 2017 so that the unpaid principal amount thereof, together with accrued but unpaid interest thereon, would be converted into 19 shares of the issuer's Series E Convertible Preferred Stock and warrants to purchase up to 142,500 shares of the issuer's common stock upon the closing of the Offering. As a result of such conversion, the line of credit has been satisfied in full and is no longer outstanding. The securities are held by Autotelic Inc., of which entity the reporting person serves as Chairman of the Board. The line of credit converted into 19 shares of Series E Convertible Preferred Stock and warrants to purchase 142,500 shares of common stock. In connection with the closing of the Offering, the issuer and Autotelic Inc., of which entity the reporting person serves as Chairman of the Board, agreed that the issuer would satisfy all accrued and unpaid fees owed by the issuer to Autotelic Inc. under that certain Master Services Agreement dated November 15, 2016 between the issuer and Autotelic Inc. by the issuance by the issuer to Autotelic Inc. of 162.59 shares of Series E Convertible Preferred Stock and warrants to purchase 1,219,425 shares of common stock. The issuer also issued to Autotelic Inc, an additional 1,345,040 warrants pursuant to the Master Services Agreement. /s/ Vuong Trieu 2018-04-18