April 02, 2010 08:00 ET

MDRNA, Inc. Complies With NASDAQ Marketplace Rule 5250(b)(2)

BOTHELL, WA--(Marketwire - April 2, 2010) - MDRNA, Inc. (NASDAQ: MRNA), a leading RNAi-based drug discovery and development company, today announced that the Company's independent registered public accounting firm, KPMG LLP, included an explanatory paragraph in their opinion on the Company's financial statements included in the recently filed Annual Report on Form 10-K for the year ended December 31, 2009, relating to the Company's ability to continue as a going concern.

"We continue to take steps to improve our financial position," stated J. Michael French, President and Chief Executive Officer of MDRNA. "As we announced yesterday, we entered into a definitive agreement to acquire Cequent Pharmaceuticals, Inc., which not only brings a strong pre-clinical and clinical pipeline, but will also bring additional cash resources to MDRNA. With the equity raised in January of this year and the potential cash from the acquisition of Cequent, we expect to have the cash to fund operations into December of this year."

This announcement is being made in compliance with NASDAQ Marketplace Rule 5250(b)(2), which requires separate disclosure in a press release regarding the receipt of an auditor opinion that contains a going concern explanatory paragraph. This announcement does not represent any change or amendment to the Company's 2009 financial statements or to its Annual Report on Form 10-K.

MDRNA Forward-Looking Statements

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 to obtain additional funding; (ii) the ability of MDRNA to attract and/or maintain manufacturing, research, development and commercialization partners; (iii) the ability of MDRNA and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (iv) the ability of MDRNA and/or a partner to obtain required governmental approvals; (v) the ability of MDRNA and/or a partner to develop and commercialize products that can compete favorably with those of competitors; and (vi) the failure of the stockholders of MDRNA to approve the merger with Cequent, the failure of either party to meet any of the other conditions to closing the merger, contractual restrictions on the conduct of our business included in the merger agreement, and any impact on our relationships with third parties as a result of the announcement of the proposed merger. 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.

Important Additional Information about the Merger will be filed with the SEC

This press release may be deemed to be solicitation material regarding the proposed merger of MDRNA and Cequent. In connection with the proposed merger, MDRNA intends to file relevant materials and documents with the Securities and Exchange Commission (SEC), including a proxy statement, which will be mailed to the stockholders of MDRNA. Investors and the public are urged to read these materials carefully and in their entirety when they become available because they will contain important information about the companies, the proposed merger and the expectations for the combined company. The proxy statement and other relevant materials (when they become available), and any and all documents filed with the SEC, may be obtained free of charge at the SEC's web site at In addition, investors and the public may obtain free copies of the documents filed with the SEC by MDRNA by directing a written request to MDRNA, Inc., 3830 Monte Villa Parkway, Bothell, Washington 98021, Attention: Investor Relations. The directors, executive officers and employees of MDRNA may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the special interests of these directors, executive officers and employees in the proposed transaction, if any, will be included in the proxy statement referred to above.

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