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EX-32.1 - EXHIBIT 32.1 - Adhera Therapeutics, Inc.t1401918_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Adhera Therapeutics, Inc.t1401918_ex31-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q/A

 

(Amendment No. 1)

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter Ended June 30, 2014

 

Commission File Number 000-13789

 

 

 

MARINA BIOTECH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 11-2658569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
P.O. Box 1559, Bothell, WA 98041
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (425) 892-4322

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

 

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer ¨ Accelerated filer ¨
       
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Date     Class     Shares Outstanding  
                     
  September 30, 2014       Common stock — $0.006 par value       25,698,521  

 

 

 
 

  

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, as originally filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2014 (the “Quarterly Report”), solely to revise paragraph (a) of Item 4 of Part I of the Quarterly Report as it relates to the conclusions of our principal executive officer and our principal financial officer regarding the effectiveness of our disclosure controls and procedures as of June 30, 2014.

 

Other than the foregoing revision to paragraph (a) of Item 4 of Part I of the Quarterly Report, this Amendment No. 1 does not include any restatements or corrections of any previously reported financial statements or change any other disclosures.

 

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, we are including in this Amendment No. 1 the entire Item 4 of Part I of the Quarterly Report.

 

This Amendment No. 1 continues to speak as of the date of the Quarterly Report and we have not updated or amended the disclosures contained therein to reflect events that have occurred since the filing of the Quarterly Report, or modified or updated those disclosures in any way other than as described in the preceding paragraphs. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the Commission subsequent to the date of the filing of the Quarterly Report.

 

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ITEM 4 — CONTROLS AND PROCEDURES

 

(a)  Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our senior management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Management identified material weaknesses in internal control over financial reporting as described under the heading “Management Report on Internal Control” contained in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Form 10-K”), which have not been remediated, and therefore our principal executive officer and our principal financial officer concluded that, as of June 30, 2014, our disclosure controls and procedures were not effective.

 

(b) Internal Control Over Financial Reporting. Management has reported to the Board of Directors and the Audit Committee thereof material weaknesses described under the heading “Management Report on Internal Control” contained in Item 9A of the 2013 Form 10-K. The material weaknesses discussed therein have not been remediated. There have been no changes in our internal control over financial reporting or in other factors during the fiscal quarter ended June 30, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, our current and historical financial condition, loss of substantially all personnel, and cessation of day-to-day operations, particularly during the period covered by the 2013 Form 10-K and during subsequent reporting periods, including the period covered by this report, have placed substantial pressure on our system of internal control over financial reporting. With the availability of funds, we intend to put in place a stronger internal control process by hiring individuals or consultants to establish increased oversight on our financial reporting.

 

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SIGNATURES

 

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, duly authorized, in Cambridge, Massachusetts, on October 3, 2014.

 

  MARINA BIOTECH, INC.
     
  By: /s/ J. Michael French
    J. Michael French
    President and Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit
No.
  Description
     
31.1   Certification of our Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. (1)
     
32.1   Certification of our Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)

 

 

 

(1)  Filed Herewith.

(2)  Furnished Herewith.

 

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