Marina Biotech Announces Pricing of Public Offering; $0.31/Unit, Series A Warrant $0.39/Share

Marina Biotech, Inc. MRNA today announced the pricing of an underwritten public offering of 22,318,500 units at a price to the public of $0.31 per unit, for gross proceeds of approximately $6.9 million, before deducting underwriting discounts and commissions and other estimated offering expenses. Each unit consists of one share of common stock and one Series A warrant to purchase one share of common stock. The Series A warrants have an exercise price of $0.39 per share and are exercisable beginning one year and one day from the date of issuance, but only if our stockholders approve an increase in our authorized common stock and will expire on the fifth anniversary of the date they first become exercisable. In addition the Company is offering 22,318,500 Series B warrants, each to purchase one unit. The Series B warrants are exercisable immediately at an initial exercise price of $0.31 per Unit, subject to adjustment. Beginning at the close of business on the 30th trading day following the date of issuance of the Series B warrants, and effective beginning on the third trading day immediately preceding such 30th trading day, the Series B warrants will be exercisable at a per Unit exercise price equal to the lower of (i) the then-effective exercise price per Unit and (ii) 80% of the closing bid price of the Common Stock on The NASDAQ Global Market on such 30th trading day. The Series B warrants will expire at the close of business on the 35th trading day following the date of issuance. If fully exercised at $0.31 per Unit, the Series B warrants will result in the issuance of an additional 22,318,500 shares of common stock and Series A warrants exercisable for an additional 22,318,500 shares of common stock being issued for additional gross proceeds of approximately $6.9 million with total gross proceeds of approximately $13.8 million. The offering is expected to close on or about May 20, 2011, subject to customary closing conditions.