Microlin Bio, Inc. and Marina Biotech, Inc. announced that the companies have executed a term sheet under which Microlin intends to acquire Marina’s nucleic acid therapeutics assets.
Pending the negotiation of the definitive agreement and company shareholder approvals, Microlin is expected to acquire Marina’s nucleic acid therapeutics assets for 6.7 million common shares and approximately $1 million in cash.
The Marina assets to be acquired will include a Phase 1 program for the treatment of Familial Adenomatous Polyposis, which has both U.S. FDA Orphan Drug and Fast Track designations, as well as Marina’s multiple licensing and partnership agreements. In addition, Microlin will be acquiring a global intellectual property estate with 148 issued or allowed patents and over 95 pending patents, which provide broad coverage for both novel nucleic acid chemistries and delivery technologies.
“We are pleased to have taken this first step to acquiring Marina’s nucleic acid therapeutics assets,” stated Joseph Hernandez, CEO and Chairman at Microlin Bio. “We believe that the technology and intellectual property estate will be a significant addition to Microlin’s novel micoRNA drug discovery platform. We plan to take full advantage of our new IP position by exploring and developing novel chemistry modifications and delivery formulations for the further advancement of our novel microRNA therapeutics pipeline.
“In addition, Marina’s Phase 1 program will provide Microlin with a clinical asset which we could advance to first commercial launch within three years. In addition to Marina’s existing agreements, we believe we will be able to continue to leverage Marina’s broad nucleic acid drug discovery capabilities to add incremental value through new licensing and partnering agreements. We look forward to working with the Marina team to conclude this transaction as quickly as possible.”
Microlin’s purchase of Marina’s nucleic acid therapeutics assets is expected to close by July 1, 2016, pending execution of the definitive asset purchase agreement, subsequent approval by Marina stockholders and Microlin’s completion of a financing of at least $5 million.
“The Marina Board of Directors and I believe the sale of our nucleic acid therapeutic assets to Microlin is the first step in creating the greatest value opportunity for our shareholders,” stated J. Michael French, President and CEO at Marina Biotech. “We believe that our proprietary chemistries and delivery technologies are best suited for development of therapeutic compounds that modulate non-coding RNA. Therefore, we feel strongly that these technologies are synergistic and complementary to Microlin’s novel microRNA assets and that Microlin is in a strong position to move these assets forward.
“We believe the second step to creating value for our shareholders is the acquisition of other assets or perhaps a reverse merger. The combination of two transactions permits Marina shareholders the potential to recognize value through two diverse clinical efforts—nucleic acid therapeutics with Microlin and another asset we’re currently in the process of identifying and negotiating. We look forward to working with the Microlin team to build value through the integration of Marina’s technologies.”
Objective Capital Partners, LLC served as financial advisor to Marina Biotech in the transaction.