8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 11, 2008

MDRNA, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-13789	11-2658569
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
3830 Monte Villa Parkway, Bothell, Washington		98021
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 425-908-3600

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2008, the Board of Directors (the "Board") of MDRNA, Inc. (the "Company"), upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board from eight (8) members to nine (9) members pursuant to Article II, Section 2 of the Amended and Restated By-Laws of the Company (the "By-Laws"), and elected J. Michael French, the Chief Executive Officer of the Company, to fill such vacancy pursuant to Article II, Section 5 of the By-Laws, effective immediately.

On September 11, 2008, the Board also appointed Mr. French to serve as the President of the Company effective on October 1, 2008, to replace Dr. Gordon C. Brandt.

Mr. French has served as the Chief Executive Officer of the Company since June 23, 2008. Prior to joining the Company, Mr. French served as President of Rosetta Genomics, Inc. from May 2007 to August 2007. Mr. French also served as Senior Vice President of Corporate Development for Sirna Therapeutics, Inc. from Jul y 2005 to January 2007, when Sirna was acquired by Merck and Co., Inc., and he served in various executive positions, including Chief Business Officer, Senior Vice President of Business Development and Vice President of Strategic Alliances, of Entelos, Inc., a pre-IPO biotechnology company, from 2000 to 2005. Mr. French holds a B.S. in aerospace engineering from the U.S. Military Academy at West Point and a M.S. in physiology and biophysics from Georgetown University.

Mr. French, age 48, is neither related to, nor does he have any relationship with, any existing member of the Board or any executive officer of the Company. There were no arrangements or understandings between Mr. French and any other person pursuant to which he was selected as President of the Company. However, Mr. French was elected as a director of the Company pursuant to an agreement set forth in his employment agreement with the Company, dated June 10, 2008. Mr. French was not appointed to any committees of the Board.

The Com pany announced the election of Mr. French as a director of the Company and his appointment as the President of the Company in a press release dated September 15, 2008, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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 hereunto duly authorized.

	MDRNA, Inc.
September 15, 2008	By:	Bruce R. York
		Name: Bruce R. York
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of MDRNA, Inc., dated September 15, 2008.

EX-99.1

J. Michael French, CEO of MDRNA, Inc., appointed to
Board of Directors and will become President effective October 1, 2008

BOTHELL, Wash., September 15, 2008 – MDRNA, Inc. (Nasdaq: MRNA) announced today that
J. Michael French, CEO, has been appointed to the Company’s Board of Directors. Mr. French, 48, will also assume the additional role of President effective October 1, 2008.

“On behalf of the Board of Directors, I am pleased to welcome Michael to MDRNA’s Board,” stated Bruce R. Thaw, Lead Independent Director of MDRNA. “Since joining the Company as CEO in June, Michael has demonstrated outstanding leadership in developing and implementing a plan which has successfully moved the Company from a clinical stage delivery company to a pre-clinical RNAi-based therapeutics company. Michael has quickly set a corporate vision and strategy that will enable rapid scientific progress, key pharmaceutical partnerships and future business success. We look forward to working with Michael in his new capacity as a Director and helping him to create value for our shareholders.”

On June 10, 2008, the Company changed its name to MDRNA, Inc. (“MDRNA”) based upon the Company’s leading scientific and intellectual property position surrounding the research and development of RNA interference (RNAi) drug candidates. As part of this new corporate and scientific focus, MDRNA named J. Michael French, formerly the Senior Vice President of Corporate Development at Sirna Therapeutics, as Chief Executive Officer, effective June 23, 2008.

“The senior management team and the Board of Directors have been working closely over the last several months to rapidly complete the transition to an RNAi-based therapeutics company,” commented Mr. French. “Today, we are a leading RNAi company built on a solid scientific and intellectual property foundation with a strategy to build tremendous value for our partners and shareholders. MDRNA has a fully engaged Scientific Advisory Board whose members include two Nobel Prize recipients; they have carefully studied our science, worked closely with us to build our clinical pipeline and provided the objective analysis we need to succeed. MDRNA is also fortunate to have an experienced and active Board of Directors comprised of leading scientists and business executives who have provided us guidance on our business plans and strategies. I am confident that between our management and research teams, the Board of Directors and the Scientific Advisory Board, we are poised to rapidly advance our RNAi drug discovery and delivery platform.”

“Under Michael’s leadership and direction, the research team at MDRNA and the Scientific Advisory Board have formed an outstanding collaborative relationship to guide every aspect of the Company’s scientific direction and emerging pipeline,” said James E. Rothman, Ph.D., chair of Yale School of Medicine’s Department of Cell Biology, and a member of MDRNA’s Board of Directors and Scientific Advisory Board. “I recently returned from a full day of intensive scientific meetings at MDRNA and was tremendously impressed and pleased with the rapid progress we are making in solving the challenges of siRNA design and delivery. I am confident that under Michael’s strong leadership and the world class research team at MDRNA, we can realize the full potential of RNAi in the treatment of major human diseases.”

About MDRNA, Inc.

MDRNA is a biotechnology company focused on the development and commercialization of therapeutic products based on RNA interference (RNAi). Our goal is to improve human health through the development of RNAi-based compounds and drug delivery technologies that together provide superior therapeutic options for patients. Over the past decade, we have developed substantial capabilities in molecular biology, cellular biology, lipid chemistry, peptide chemistry, pharmacology and bioinformatics, which we are applying to a wide range of RNAi technologies and delivery approaches. These capabilities plus the in-licensing of key RNAi-related intellectual property have rapidly enabled us to become a leading RNAi-based therapeutics company with a pre-clinical pipeline in key therapeutic areas including oncology, metabolic disorders and inflammation. Through our capabilities, expertise and know-how, we are incorporating multiple RNAi technologies as well as peptide- and lipid-based delivery approaches into a single integrated drug discovery platform that will be the engine for our clinical pipeline as well as a versatile platform for establishing broad therapeutic partnerships with biotechnology and pharmaceutical companies. We are also investing in new technologies that we expect to lead to safer and more effective RNAi-based therapeutics while aggressively building upon our broad and extensive intellectual property estate. By combining broad expertise in siRNA science with proven delivery platforms and a strong IP position, MDRNA is well positioned as a leading RNAi-based drug discovery and development company. Additional information about MDRNA, Inc. is available at http://www.mdrnainc.com.

MDRNA Forward-Looking Statement

Statements made in this news release may be forward-looking statements within the meaning of Federal Securities laws that are subject to certain risks and uncertainties and involve factors that may cause actual results to differ materially from those projected or suggested. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: (i) the ability of MDRNA or a subsidiary to obtain additional funding; (ii) the ability of MDRNA or a subsidiary to attract and/or maintain manufacturing, research, development and commercialization partners; (iii) the ability of MDRNA, a subsidiary and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (iv) the ability of MDRNA, a subsidiary and/or a partner to obtain required governmental approvals; and (v) the ability of MDRNA, a subsidiary and/or a partner to develop and commercialize products that can compete favorably with those of competitors. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in MDRNA’s most recent periodic reports on Form 10-K and Form 10-Q that are filed with the Securities and Exchange Commission. MDRNA assumes no obligation to update and supplement forward-looking statements because of subsequent events.

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Contact:

Matthew D. Haines
Senior Director, Investor Relations and Corporate Communications
(212) 209-3874
mhaines@mdrnainc.com

McKinney|Chicago (Media)
Alan Zachary, (312) 944-6784 x 316 or
(708) 707-6834
azachary@mckinneychicago.com