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 þNo  ̈



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 þNo
 ̈



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 |                    | 


















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:                 
| |                     
| |                     



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EXHIBIT INDEX



|ExhibitNo. |  | 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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