UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A



(Mark
One)



|[X] | QUARTERLY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------------



For
the quarterly period ended: September 30, 2017



or



|[  ] | TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------



For
the transition period from _____________ to _____________.



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 
    incorporation or organization) |  | (IRS
    Employer 
    Identification No.)



|17870
                                         Castleton Street, Suite 250
        City
        of Industry, California |  | 91748         
|----------------------------------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                                                                            |  | (Zip
    Code)



(626)
964-5788

(Registrant’s
telephone number, including area code)



N/A

(Former
name, former address and former fiscal year, if changed since last report)



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 [X] 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 [X] No [  ]



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



|Large
    accelerated filer | [  ]                                                   | Accelerated
    filer         | [  ]
|--------------------------- | ------------------------------------------------------ | ----------------------------- | ----
|                            |                                                        |                               |     
|Non-accelerated
    filer   | [  ]
    (Do not check if a smaller reporting company) | Smaller
    reporting company | [X] 
|                            |                                                        |                               |     
|                            |                                                        | Emerging
    Growth Company   | [  ]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:
[  ]



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



As
of November 13, 2017, there were 10,521,278 shares of the registrant’s common stock outstanding.




















MARINA
BIOTECH, INC.

FORM
10-Q/A

EXPLANATORY

NOTE



The
registrant has prepared this Amendment No. 1 (“Amendment”) on Form 10-Q/A to its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2017 (the “Form 10-Q”) for the purpose of re-filing Exhibit 10.4 to the Form
10-Q. No revisions are being made to the Company’s financial statements and, except as described below, this Amendment does
not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be affected by
subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.



This
Amendment is an exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission
regarding a request for confidential treatment of certain portions of Exhibit 10.4 originally filed with the Form 10-Q. This Amendment
is being filed solely to re-file Exhibit 10.4. Except for the changes to Exhibit 10.4, this Amendment does not otherwise update
any exhibits as originally filed or previously amended. This Amendment is being filed to replace Exhibit 10.4 to include certain
portions of such exhibit that had previously been omitted or “redacted” pursuant to a request for confidential treatment.
This Amendment provides a revised redacted version of Exhibit 10.4.



In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal
executive officer and principal financial officer are filed herewith as exhibits to this Amendment.













PART
II – OTHER INFORMATION



Item
6. Exhibits



|Exhibit
    No. |  | Description                                                                                                                                
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                            
|10.4*           |  | License Agreement dated July 17, 2017 between Marina Biotech, Inc. and Oncotelic, Inc. (1)                                                 
|                |  |                                                                                                                                            
|31.1*           |  | Certification of our Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
|                |  |                                                                                                                                            
|31.2*           |  | Certification of our Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.



(1)
Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, and the omitted material has been filed separately with the SEC.



*
Filed herewith.













SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



|                            | MARINA
    BIOTECH, INC.                                          
|--------------------------- | ------------------------------------------------------------------
|                            |                                                                   
|Date:
    February  9, 2018 | /s/
    Vuong Trieu                                               
|                            | Vuong
    Trieu, Ph.D.                                            
|                            | Executive
    Chairman                                            
|                            | (Principal
    Executive Officer)                                 
|                            |                                                                   
|Date:
    February 9, 2018  | /s/
    Amit Shah                                                 
|                            | Amit
    Shah                                                     
|                            | Chief
    Financial Officer                                       
|                            | (Principal
    Financial Officer and Principal Accounting Officer)